SAMPRE

SAMPRE NUTRITIONS LIMITED
CIN: L15499TG1991PLC013515
November 07, 2024

To,
The Corporate Relationship Department,

P.J Towers, 1st Floor,
Dalal Street,
Mumbai – 400001
BSE Script Code: 530617
Subject: Notice of the 33rd Annual General Meeting
Dear Sir/Madam,
Please find enclosed the Notice of the 33rd Annual General Meeting (“AGM”) of Sampre
Nutritions Limited (“the Company”) scheduled to be held on Saturday, November 30, 2024 at
11:00 a.m. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means
("OAVM"). Notice of the AGM forms part of the Annual Report 2023-24 of the Company.
The Notice of the AGM along with the Annual Report 2023-24 is available on the website of
the Company.
This is submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Key information related to 33rd AGM is provided as follows:
Date and Time of 33rd AGM Saturday, November 30, 2024 at 11:00 a.m.
(IST).
Cut-Off Date for remote e-voting and Friday, November 22, 2024.
attending AGM through VC/ OAVM
Remote e-voting will commence on Wednesday, November 27, 2024 at 9:00 a.m.
(IST)
Remote e-voting will end on Friday, November 29, 2024 at 5:00 p.m.
(IST)
This is for your information and records.
Yours Faithfully,
For Sampre Nutritions Limited

BRAHMA Digitally signed by
BRAHMA GURBANI
GURBANI 20:16:19 +05'30'

Date: 2024.11.07
B K Gurbani
Managing Director
DIN:00318180
Encl: As above
Regd. Off & Works: Unit-1 : Plot No. 133, I.E, Medchal - 501 401. Telangana, India. Ph : +91-8418-222428
Unit-2 : Plot No. 127, 128, Royes Building, I.E. Medchal, Malkajgiri-501 401.Telangana.
e-mail : gurbani@gurbanigroup.in, bkgurbani@gurbanigroup.in, www.gurbanigroup.in
33RD ANNUAL REPORT

FOR THE YEAR 2023-24
CORPORATE INFORMATION
BOARD OF DIRECTORS
Brahma Gurbani Managing Director
Vishal Ratan Gurbani Vice-President and Whole-Time Director
Vimal Suresh 1 Independent Director
Umra Singh Sirohi 2 Independent Director
Banala Jayaprakash Reddy 2 Independent Director
Vanita Khatter 3 Additional Non-Executive Director (Independent)
Nagaraju Kanneganti 3 Additional Non-Executive Director (Independent)
Kireet Modi 3 Additional Non-Executive Director (Independent)
STATUTORY COMMITTEES
Audit Committee
Umra Singh Sirohi Chairperson
Vishal Ratan Gurbani Member
Vimal Suresh Member
Nomination and Remuneration Committee

Banala Jaya Prakash Reddy Member
Vimal Suresh Member
Stakeholders Relationship Committee

Vishal Ratan Gurbani Member
Vimal Suresh Member
KEY MANAGERIAL PERSONNEL

Vamshi Srinivas Vempati Chief Financial Officer
Krishnama Nupur Company Secretary
STATUTORY AUDITORS
RRK & Associates Chartered Accountants
1
Vimal Suresh vacated as an Independent Director w.e.f. 13 February 2024
2
Banala Jaya Prakash Reddy and Umra Singh Sirohi ceased as Independent Directors w.e.f. 26 September 2024
3
Vanita Khatter, Nagaraju Kanneganti and Kireet Modi were appointed as Additional Independent Directors w.e.f.
4 November 2024
BANKERS
The South Indian Bank Ltd. Secunderabad
REGISTRAR & SHARE TRANSFER AGENTS

M/s. Big Share Services Pvt. Ltd.
306, 3rd Floor, Right Wing,
Amrutha Ville, Somajiguda,
Hyderabad - 500082, Telangana
Phone No.: 040-40144582
Email ID: bsshyd1@bigshareonline.com
UNITS
Unit No. 1 (Owned Plant) Plot No. 133, Industrial Estate, Medchal - 501401, Telangana
Unit No. 2 (Leased Plant) Plot No. 127 & 128, Medchal - 501401, Telangana
REGISTERED OFFICE
Plot No. 133, Industrial Estate
Medchal - 501401, Telangana
Phone No.: 08418 - 222427/28
Fax No.: 08418 - 222429
Email ID: gurbani@gurbanigroup.in
Website: www.gurbanigroup.in
LISTED AT
The BSE Limited Scrip Code: 530617
INDEX
Sl. No. Particulars Pages

1. Notice of the 33rd AGM 1 - 31
2. Boards’ Report 32 - 47
3. List of Subsidiaries, Associates and JVs 48 - 49
4. Management Discussion and Analysis 50 - 55
5. Disclosures on Directors’ and KMP Remuneration 56 - 56
6. Secretarial Audit Report 57 - 60
7. Standalone Audit Report 61 - 71
8. Standalone Financial Statements 72 - 103
9. Consolidated Audit Report 104 - 111
10. Consolidated Financial Statements 112 - 140
NOTICE
Notice is hereby given that the 33rd Annual General Meeting (“AGM”) of the members of Sampre
Nutritions Limited (“the Company”) will be held on Saturday, 30 November 2024, at 11:00 A.M.
(IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the
following business:
ORDINARY BUSINESS:
Item No. 1: To Adopt the Audited Standalone Financial Statements
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT the Audited Standalone Financial Statements of the Company consisting of
the Balance Sheet as on 31 March 2024, the Statement of Profit and Loss for the year 2023-24,
with the Cash Flow Statement as on that date, together with the Notes to Accounts, and the
reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and
are hereby considered and adopted.”
Item No. 2: To Adopt the Audited Consolidated Financial Statements
“RESOLVED THAT the Audited Consolidated Financial Statements of the Company consisting
of the Balance Sheet as on 31 March 2024, the Statement of Profit and Loss for the year 2023-
24, with the Cash Flow Statement as on that date, together with the Notes to Accounts, and the
reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and
are hereby considered and adopted.”
Item No. 3: To Reappoint Vishal Ratan Gurbani as a Director of the Company
“RESOLVED THAT pursuant to Section 152(6) and other applicable provisions, if any, of the
Companies Act, 2013, (“the Act”) Vishal Gurbani (DIN: 07738685), Director of the Company
who retires by rotation at this meeting and being eligible offers himself for reappointment, be
and is hereby reappointed as the Director of the Company.”
Page 1 of 140
Sampre Nutritions Limited
Notice of the 33rd Annual General Meeting
Item No. 4: To Appoint NG Rao & Associates, Chartered Accountants, as the Statutory
Auditors of the Company
To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution:
“RESOLVED THAT pursuant to Sections 139, 141, 142 and all other applicable provisions, if
any, of the Act, read with the Companies (Audit and Auditors) Rules, 2014, including any
statutory modifications or re-enactment thereof, and pursuant to the recommendations of the
Audit Committee and the Board of Directors of the Company, NG Rao & Associates, Chartered
Accountants (Firm Registration Number: 009399S), be and are hereby appointed as the
Statutory Auditors of the Company for a term of 5 (Five) consecutive years, who shall hold
office from the conclusion of this 33rd (Thirty-Third) AGM for the financial year 2023-24 till the
conclusion of the 38th (Thirty-Eighth) AGM to be held for the year 2028-29, at a remuneration
to be determined and recommended by the Audit Committee in consultation with the auditors
and duly approved by the Board of Directors, plus reimbursement of out-of-pocket expenses,
and taxes as applicable.
RESOLVED FURTHER THAT the Board of Directors of the Company, (including its committees
thereof) and / or any person authorised by the Board, be and is hereby severally authorised to
do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient,
including filing the requisite forms or submission of documents with any authority or accepting
any modifications to the clauses as required by such authorities, for the purpose of giving
effect to this resolution and for matters connected therewith, or incidental thereto.”
SPECIAL BUSINESS:
Item No. 5: To Approve the Increase in the Authorised Capital and consequent Alteration of
Capital Clause of Memorandum of Association of the Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 13, 61 and 64 of the Act and other applicable provisions
of the Act with Rules thereunder, including any statutory modifications or re-enactment
thereof, for the time being in force, and applicable provisions of the Articles of Association of
the Company, the consent of the members of the Company be and is hereby accorded to
amend the Capital Clause of the Memorandum of the Company by increasing the authorised
share capital by INR 17,00,00,000 (Indian Rupees seventeen crores) only from the existing INR
18,00,00,000 (Indian Rupees Eighteen Crores) only divided into 18000000 (One crore eighty
lakhs) equity shares of INR 10 (Indian Rupees ten) per share to INR 35,00,00,000 (Indian
Rupees thirty-five crores) only divided into 35000000 (Three crore fifty lakh) equity shares of
INR 10 (Indian Rupees ten) per share.
Page 2 of 140
RESOLVED FURTHER THAT Clause V of the Memorandum of Association of the Company be

and is hereby altered to read as follows:
“V. The authorised share capital of the Company is INR 35,00,00,000 (Indian Rupees thirty-five
crores) only divided into 35000000 (Three crore fifty lakh) equity shares of INR 10 (Indian
Rupees ten) per share.”
RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the
Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things
as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose
including but not limited to execution of various deeds, documents, writings, agreements, and
also to modify, accept, and give effect to any modifications therein and the terms and
conditions of the issue, as may be required by statutory, regulatory and other appropriate
authorities and to settle all queries or doubts that may arise in the proposed issue, without
being required to seek any further consent from the shareholders.”
Item No. 6: To Reappoint Brahma Gurbani as the Managing Director of the Company
To consider and if thought fit, to pass with or without modification(s) the following resolution
as a Special Resolution:
“RESOLVED THAT pursuant to Sections 196, 197, 203 and all other applicable provisions of the
Act and Rules made thereunder, read with Schedule V to the said Act, Regulation 17(6)(e) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (“LODR Regulations”) amended from time to time, approval of the
members be and is hereby accorded for the reappointment of Brahma Gurbani (DIN:
00318180) as the Managing Director of the Company for a period of 3 (Three) years from 1
September 2024 to 31 August 2027 on the terms and conditions including remuneration as
recommended by the Nomination and Remuneration Committee and the Board of Directors
which is set out in the explanatory statement annexed to the notice convening this Annual
General Meeting.
RESOLVED FURTHER THAT any one of the Directors or the Company Secretary be and are
hereby authorised to take such steps and do all such acts, deeds, matters and things as may be
considered necessary, proper and expedient to give effect to this resolution.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary
the terms and conditions of appointment and / or remuneration including annual increments
based on the performance appraisal, provided the same are not exceeding the limits specified
under Section 197 and other applicable provisions of the Act, read with Schedule V thereto.”
Page 3 of 140
Item No. 7: To Appoint Vanita Khatter as the Non-Executive Independent Director of the
Company
To Consider and if thought fit, to pass with or without modifications the following resolution as
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other
applicable provisions of the Act, read with the Rules framed thereunder, and applicable
provisions of the LODR Regulations, including any statutory modification or re-enactment
thereof for the time being in force, the Articles of Association of the Company, approval and
recommendation of the Nomination and Remuneration Committee and that of the Board of
Directors, Vanita Khatter (DIN: 10794952), who was appointed as an Independent Director
(Additional Director) with effect from 4 November 2024, who meets the criteria for
independence under Section 149(6) of the Act and the Rules made thereunder and Regulation
16(1)(b) of the LODR Regulations, be and is hereby appointed as an Independent Director of
the Company for a period of 5 (Five) years till 3 November 2029, and that she shall not be liable
to retire by rotation.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the
powers to any committee of directors with power to further delegate to or any other Officer(s)
/ Authorized Representative(s) of the Company to do all acts, deeds and things and take all
such steps as may be necessary, proper or expedient to give effect to this resolution.”
Item No. 8: To Appoint Nagaraju Kanneganti as the Non-Executive Independent Director of

the Company
Special Resolution:
applicable provisions of the Act read with the Rules framed thereunder, and applicable
Directors, Nagaraju Kanneganti (DIN: 10794956), who was appointed as an Independent
Director (Additional Director) with effect from 4 November 2024, who meets the criteria for
the Company for a period of 5 (Five) years till 3 November 2029, and that he shall not be liable
Page 4 of 140
Item No. 9: To Appoint Kireet Modi as the Non-Executive Independent Director of the
Company
Special Resolution:
applicable provisions of the Act read with the Rules framed thereunder, and applicable
Directors, Kireet Modi (DIN: 00375261), who was appointed as an Independent Director
(Additional Director) with effect from 4 November 2024, who meets the criteria for
the Company for a period of 5 (Five) years till 3 November 2029 and that he shall not be liable
By Order of the Board of Directors

Brahma Gurbani
Managing Director
DIN: 00318180
Date: 4 November 2024

Place: Hyderabad, TG
Page 5 of 140
Notes:
1. Pursuant to General Circular nos. 14/2020 and 17/2020 dated 8 April 2020, 13 April
2020, read with other relevant circulars, including General Circular No. 9/2023 dated
25 September 2023, respectively, issued by the Ministry of Corporate Affairs (“MCA”)
and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7 October 2023
issued by the SEBI (hereinafter collectively referred to as “the Circulars”), companies
are permitted to hold the General Meetings through VC / OAVM, without the physical
presence of the Members at a common venue. In compliance with the aforesaid
Circulars, the Annual General Meeting (“AGM”) of the Members of the Company is
being held through VC / OAVM. The registered office of the Company shall be deemed
to be the venue for the AGM.
2. The VC / OAVM facility for Members to join the meeting, shall be kept open 30 minutes
before the start of the AGM and shall be closed on expiry of 15 minutes after closure of
the AGM. Members can attend the AGM through VC / OAVM by following the instructions
mentioned in this Notice.
3. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 and Regulation 44 of the LODR
Regulations as amended, read with the applicable circulars as aforesaid, the Company
is providing facility of remote e-voting to its Members in respect of the business to be
transacted at the AGM. For this purpose, the Company has entered into an agreement
with National Securities Depository Limited (NSDL) for facilitating voting through
electronic means, as the authorized agency. The facility of casting votes by a member
using remote e-voting system as well as voting during the AGM will be provided by NSDL.
4. The relevant details, pursuant to Regulations 26(4) and 36(3) of the LODR Regulations
and Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India (“the ICSI”), in respect of the directors seeking reappointment (as
set out Item No. 3, 6, 7, 8 and 9) at this AGM is provided as an Annexure to this Notice.
5. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM
is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need
not be a Member of the Company. Since this AGM is being held pursuant to the
aforesaid Circulars through VC / OAVM, physical attendance of Members has been
dispensed with. Accordingly, the facility for appointment of proxies by the Members will
not be available for the AGM and hence the Proxy Form and Attendance Slip are not
annexed to this Notice.
Page 6 of 140
6. As per Regulation 40 of the LODR Regulations, the securities of listed entities can be
transferred only in dematerialized form with effect from, 1 April 2019, except in case of
request received for transmission or transposition of securities. In view of this and to
eliminate all risks associated with physical shares and for ease of portfolio
management, Members holding shares in physical form are requested to consider
converting their holdings to dematerialized form. Members can contact the Company
or Company’s Registrars and Transfer Agents, Bigshare Services Private Limited -
500082, email: amarendranath.r@bigshareonline.com for assistance in this regard.
7. To promote green initiative, Members who have not registered their email addresses are
requested to register the same with their Depository Participants in case the shares are
held by them in electronic form and with Bigshare Services Private Limited, in case the
shares are held in physical form.
8. The SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSDPoD1/P/CIR/2023/37 dated 16

March 2023 (subsumed as part of the SEBI Master Circular No. SEBI/HO/ MIRSD/POD-
1/P/CIR/2024/37 dated 7 May 2024), in supersession of the earlier Circular(s), has
prescribed common and simplified norms for processing investor service requests by
RTAs and norms for furnishing PAN, KYC (contact details, bank details and specimen
signature), and nomination details.
9. As per the said Circular, it is mandatory for the shareholders holding securities in
physical form to, inter alia, furnish PAN, KYC, and nomination details. Physical folios
wherein the said details are not available would be eligible for lodging grievance or any
service request only after registering the required details. Any payments including
dividend in respect of such folios shall only be made electronically with effect from 1
April 2024 upon registering the required details.
10. The Company has sent individual letters to all the members holding shares of the
Company in physical form for furnishing their PAN, KYC, and nomination details.
Accordingly, the members are advised to register their details with the RTA or DPs, in
compliance with the aforesaid SEBI guidelines for smooth processing of their service
requests and trading without any hindrance.
11. Members seeking any information with regard to the accounts or any matter to be
placed at the AGM, are requested to write to the Company on or before 27 November
2024 through email on vamshi@gurbanigroup.in. The same will be replied by the
Company appropriately.
12. Members are requested to note that, dividends if not encashed for a consecutive period
of 7 (Seven) years from the date of transfer to Unpaid Dividend Account of the Company,
Page 7 of 140
are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The
shares in respect of such unclaimed dividends are also liable to be transferred to the
demat account of the IEPF Authority. In view of this, Members are requested to claim
their dividends from the Company, within the stipulated timeline. The Members, whose
unclaimed dividends/ shares have been transferred to IEPF, may claim the same by
making an online application to the IEPF Authority in Form No. IEPF-5 in web mode
available on www.iepf.gov.in.
13. In compliance with the aforesaid circulars, Notice of the AGM along with the Annual
Report for the financial year 2023-24 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories.
Members may note that the Notice of the AGM and the Annual Report for the financial
year 2023-24 will also be available on the Company’s website at
www.gurbanigroup.in, website of the Stock Exchange i.e. BSE Limited at
www.bseindia.com respectively and NSDL at www.e-voting.nsdl.com. Members
whose email IDs are not registered with the Company / Depositories are requested to
follow the process provided for registration of email IDs with the depositories for
procuring user ID and password and registration of email IDs for e-voting for the
resolutions set out in this Notice.
14. Since the AGM will be held through VC / OAVM, the route map of the venue of the
meeting is not annexed hereto.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL
MEETING ARE AS UNDER:
The remote e-voting period begins on Wednesday, 27 November 2024 at 9:00 A.M. (IST) and
ends on Friday, 29 November 2024 at 5:00 P.M. (IST). The remote e-voting module shall be
disabled by NSDL for voting thereafter. The Members, whose names appear in the Register
of Members / Beneficial Owners as on the record date (cut-off date) i.e., 22 November 2024
may cast their vote electronically. The voting right of shareholders shall be in proportion to
their share in the paid-up equity share capital of the Company as on the cut-off date, being
22 November 2024.
How do I vote electronically using NSDL e-voting system?

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are
mentioned below:
Step 1: Access to NSDL e-voting System

A) Login method for e-voting and joining virtual meeting for Individual shareholders holding
securities in demat mode
Page 8 of 140
In terms of SEBI circular dated 9 December 2020 on e-voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts
in order to access e-voting facility. The login method for Individual shareholders holding
securities in demat mode is given below:
Type of
Login Method
shareholders
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL
Shareholders Viz. https://eservices.nsdl.com either on a Personal
holding securities Computer or on a mobile. On the e-Services home page click
in demat mode on the “Beneficial Owner” icon under “Login” which is
with NSDL. available under ‘IDeAS’ section, this will prompt you to enter
your existing User ID and Password. After successful
authentication, you will be able to see e-voting services under
Value added services. Click on “Access to e-voting” under e-
voting services and you will be able to see e-voting page. Click
on Company name or e-voting service provider i.e. NSDL and
you will be re-directed to e-voting website of NSDL for casting
your vote during the remote e-voting period or joining virtual
meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register
Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-voting website of NSDL. Open web browser by typing
the following URL: https://www.e-voting.nsdl.com/ either on
a Personal Computer or on a mobile. Once the home page of e-
voting system is launched, click on the icon “Login” which is
available under ‘Shareholder / Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password / OTP
and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-voting page. Click on
Company name or e-voting service provider i.e. NSDL and you
will be redirected to e-voting website of NSDL for casting your
vote during the remote e-voting period or joining virtual meeting
& voting during the meeting.
Page 9 of 140
4. Shareholders/Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login
Shareholders through their existing user ID and password. Option will be
holding securities made available to reach e-voting page without any further
in demat mode authentication. The users to login Easi / Easiest are requested
with CDSL to visit CDSL website www.cdslindia.com and click on login
icon & New System Myeasi Tab and then use your existing my
easi username and password.
2. After successful login the Easi / Easiest user will be able to see
the e-voting option for eligible companies where the e-voting is
in progress as per the information provided by Company. On
clicking the e-voting option, the user will be able to see e-voting
page of the e-voting service provider for casting your vote
during the remote e-voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links
provided to access the system of all e-voting Service Providers,
so that the user can visit the e-voting service providers’ website
directly.
3. If the user is not registered for Easi / Easiest, option to register

is available at CDSL website www.cdslindia.com and click on
login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-voting page by

providing Demat Account Number and PAN No. from a e-voting
link available on www.cdslindia.com home page. The system
will authenticate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-voting option
Page 10 of 140
where the e-voting is in progress and also able to directly
access the system of all e-voting Service Providers.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL / CDSL for e-
(holding securities voting facility. upon logging in, you will be able to see e-voting option.
in demat mode) Click on e-voting option, you will be redirected to NSDL / CDSL
login through their Depository site after successful authentication, wherein you can see e-
depository voting feature. Click on Company name or e-voting service provider i.e.,
participants NSDL and you will be redirected to e-voting website of NSDL for casting
your vote during the remote e-voting period or joining virtual meeting
and voting during the meeting.
Important Note: Members who are unable to retrieve User ID / Password are advised to use
Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e., NSDL and CDSL
Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with NSDL helpdesk by sending a request at e-
NSDL voting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with CDSL helpdesk by sending a request at helpdesk.e-
CDSL voting@cdslindia.com or contact at toll free no. 1800 22
55 33
B) Login Method for e-voting and joining virtual meeting for shareholders other than
Individual shareholders holding securities in demat mode and shareholders holding
securities in physical mode.
How to Log-in to NSDL e-voting website?
1. Visit the e-voting website of NSDL. Open web browser by typing the following URL:
https://www.e-voting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-voting system is launched, click on the icon “Login” which
is available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and
a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
Page 11 of 140
eservices after using your log-in credentials, click on e-voting and you can proceed to
Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below:
Manner of holding shares i.e., Demat

Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example, if your DP ID is IN300***
and Client ID is 12****** then your user
ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example, if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding shares in EVEN Number followed by Folio Number
Physical Form. registered with the Company
For example, if folio number is 001***
and EVEN is 101456 then user ID is
101456001***
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-voting system for the first time, you will need to retrieve
the ‘initial password’ which was communicated to you. Once you retrieve your
‘initial password’, you need to enter the ‘initial password’ and the system will
force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the
Company, your ‘initial password’ is communicated to you on your email
ID. Trace the email sent to you from NSDL from your mailbox. Open the
email and open the attachment i.e. a .pdf file. Open the .pdf file. The
password to open the .pdf file is your 8 digit client ID for NSDL account,
last 8 digits of client ID for CDSL account or folio number for shares held
in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii) If your email ID is not registered, please follow steps mentioned below
in process for those shareholders whose email ids are not registered.
Page 12 of 140
6. If you are unable to retrieve or have not received the “Initial password” or have
forgotten your password:
a) Click on “Forgot User Details/Password?“(If you are holding shares in your
demat account with NSDL or CDSL) option available on www.e-voting.nsdl.com.
b) Physical User Reset Password?“ (If you are holding shares in physical mode)
option available on www.e-voting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send
a request at e-voting@nsdl.com mentioning your demat account number/folio
number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the
votes on the e-voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting
on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-voting system
How to cast your vote electronically and join General Meeting on NSDL e-voting
system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in
which you are holding shares and whose voting cycle and General Meeting is in active
status.
2. Select “EVEN” of Company for which you wish to cast your vote during the remote e-
voting period and casting your vote during the General Meeting. For joining virtual
meeting, you need to click on “VC / OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify
the number of shares for which you wish to cast your vote and click on “Submit” and
also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option
on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your
vote.
Page 13 of 140
General Guidelines for Shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to
send scanned copy (PDF / JPG Format) of the relevant Board Resolution / Authority
letter etc. with attested specimen signature of the duly authorized signatory(ies) who
are authorized to vote, to the scrutinizer by e-mail to akshitasurana@gmail.com with a
copy marked to e-voting@nsdl.com and vamshi@gurbanigroup.in. Institutional
shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board
Resolution / Power of Attorney / Authority Letter etc. by clicking on ”Upload Board
Resolution / Authority Letter” displayed under ”e-voting” tab in their login.
2. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an
event, you will need to go through the “Forgot User Details / Password?“ or “Physical
User Reset Password?“ option available on www.e-voting.nsdl.com to reset the
password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the download
section of www.e-voting.nsdl.com or call on.: (022) 4886 7000 and (022) 2499 7000
or send a request to e-voting@nsdl.com
Process for those shareholders whose email ids are not registered with the depositories for
procuring user ID and password and registration of e mail ids for e-voting for the resolutions
set out in this notice:
1. In case the shares are held in physical mode, please provide Folio No., Name of
shareholder, scanned copy of the share certificate (front and back), PAN (self-attested
and scanned copy), and Aadhaar (self-attested and scanned copy) by email to
vamshi@gurbanigroup.in.
2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID
or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account
statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested
scanned copy of Aadhar Card) to vamshi@gurbanigroup.in. If you are an individual
shareholder holding securities in demat mode, you are requested to refer to the login
method explained at Step 1 (A) i.e., Login method for e-voting and joining virtual
meeting for Individual shareholders holding securities in demat mode.
Page 14 of 140
3. Alternatively, shareholder / members may send a request to e-voting@nsdl.com for
procuring user ID and password for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated 9 December 2020 on e-voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to
vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:
1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned
above for remote e-voting.
2. Only those Members / shareholders, who will be present in the AGM through VC / OAVM
facility and have not casted their vote on the Resolutions through remote e-voting and
are otherwise not barred from doing so, shall be eligible to vote through e-voting system
in the AGM.
3. Members who have voted through Remote e-voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the
facility for e-voting on the day of the AGM shall be the same person mentioned for
Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS
UNDER:
1. Member will be provided with a facility to attend the AGM through VC / OAVM through
the NSDL e-voting system. Members may access by following the steps mentioned
above for Access to NSDL e-voting system. After successful login, you can see link of
“VC / OAVM” placed under “Join meeting” menu against Company name. You are
requested to click on VC / OAVM link placed under Join Meeting menu. The link for VC /
OAVM will be available in Shareholder/Member login where the EVEN of Company will
be displayed. Please note that the members who do not have the User ID and Password
for e-voting or have forgotten the User ID and Password may retrieve the same by
following the remote e-voting instructions mentioned in the notice to avoid last minute
rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
Page 15 of 140
3. Further Members will be required to allow Camera and use Internet with a good speed
to avoid any disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through
Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to
Fluctuation in their respective network. It is therefore recommended to use Stable Wi-
Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views / have questions may send their
questions in advance mentioning their name demat account number/folio number,
email id, mobile number at vamshi@gurbanigroup.in. The same will be replied by the
Company suitably.
6. Members who would like to express their views or ask questions during the AGM may
register themselves as a speaker by sending their request from their registered email
address mentioning their name, DP ID and Client ID / folio number, PAN, mobile
number at vamshi@gurbanigroup.in till 1 November 2024. Those Members who have
registered themselves as a speaker will only be allowed to express their views/ask
questions during the AGM. The Company reserves the right to restrict the number of
speakers depending on the availability of time for the AGM
7. The attendance of the Members attending the AGM through VC / OAVM will be counted
for the purpose of reckoning the quorum under Section 103 of the Act.
8. The voting rights of Members shall be in proportion to their shares of the paid-up equity
share capital of the Company as on 1 November 2024. A person, whose name is
recorded in the Register of Members or in the Register of Beneficial Owners maintained
by the Depositories as on the cut-off date only shall be entitled to avail the facility of
remote e-voting or voting at the AGM.
9. The Company at its Board meeting dated 4 November 2024 have appointed Akshita
Surana, Practicing Company Secretary as the scrutinizer to the e-voting process and
voting at the AGM in a fair and transparent manner and they have communicated their
willingness to be appointed and will be available for same purpose.
10. The scrutinizer shall, immediately after the conclusion of voting at the AGM, first count
the votes cast at the AGM, thereafter unlock the votes through e-voting in the presence
of at least two witnesses, not in the employment of the Company and make, not later
than three days from the conclusion of the meeting, a consolidated Scrutiniser’s Report
Page 16 of 140
of the total votes cast in favour or against, if any, to the Chairman of the Company, who
shall countersign the same.
11. The scrutiniser shall submit his report to the Chairman or his delegate, who shall
declare the result of the voting. The results declared along with the scrutiniser’s report
shall be placed on the Company’s website at www.gurbanigroup.in and shall also be
communicated to the stock exchanges. Subject to receipt of requisite number of votes,
the Resolutions shall be deemed to be passed on the date of the Meeting, i.e., 30
November 2024.
By Order of the Board of Directors

Brahma Gurbani
Managing Director
DIN: 00318180

Page 17 of 140
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, IN
RESPECT OF SPECIAL BUSINESS SET OUT IN THE NOTICE CONVENING THE 33RD THIRTY-
THIRD ANNUAL GENERAL MEETING
Item No. 4
This Explanatory Statement is provided in terms of Regulation 36(5) of the LODR Regulations,
however, the same is strictly not required as per Section 102 of the Act.
In terms of the provisions of Section 139 of the Act, the Companies (Audit and Auditors) Rules,
2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as
statutory auditors for not more than 2 (Two) terms of 5 (Five) consecutive years. After
evaluating various factors such as industry experience, competency of the audit team,
efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has,
based on the recommendation of the Audit Committee, at its meeting held on 4 November
2024, proposed the appointment of NG Rao & Associates, Chartered Accountants, as the
Statutory Auditors of the Company, for a term of 5 (Five) consecutive years from the
conclusion of this AGM till the conclusion of the 38th AGM of the Company to be held in the
year 2029. This reappointment is subject to the approval of members of the Company by way
of an Ordinary Resolution.
NG Rao & Associates have consented to the aforesaid reappointment and confirmed that their
appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act.
They have further confirmed that they are not disqualified to be appointed as statutory
auditors as per the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Act
and the Companies (Audit and Auditors) Rules, 2014, as applicable.
As per Section 142 of the Act the proposed remuneration payable to NG Rao & Associates for
the statutory audit services for the financial year ending 31 March 2025, will be INR 5,00,000
(Indian Rupees five lakhs) only, plus reimbursements of out-of-pocket expenses, and taxes as
applicable. Revision, if any, to the statutory audit fees for the remaining part of the tenure,
shall be approved by the Audit Committee / Board of Directors, as may be required.
Further, the Company may obtain certifications from NG Rao & Associates under statutory
regulations and avail other permissible non-audit services, as may be required from time to
time. The remuneration / fee for certifications and non-audit services will be paid on mutually
agreed terms.
None of the Directors and Key Managerial Personnel of the Company are in any way interested
or concerned, financial or otherwise, in the resolution, except to the extent of their shareholding
in the Company, if any. The proposed resolution does not affect any other Company.
Page 18 of 140
The Board of Directors recommends the resolution as set out in Item No. 4 for approval of the
Members of the Company by way of an Ordinary Resolution.
Item No. 5
The Board of Directors at their board meeting held on 4 November 2024 had discussed and
deliberated to raise additional funds to provide the Company with greater financial flexibility
and the ability to respond effectively to evolving business opportunities and market dynamics.
The proposal to increase the authorised share capital of the Company by amending the Clause
V of the Memorandum of Association was approved by the Board of Directors. The additional
purpose of the proposed increase in authorised share capital is to support the long-term growth
and sustainability of the Company. The increased share capital will facilitate any fund raising in
future via further issue of securities shares of the Company.
The current authorised share capital of the Company is INR 18,00,00,000 (Indian Rupees
Eighteen Crores) only divided into 18000000 (One crore eighty lakhs) equity shares of INR 10
(Indian Rupees ten) per share. The Board proposes to increase the authorised share capital by
INR 17,00,00,000 (Indian Rupees seventeen crores) only to INR 35,00,00,000 (Indian Rupees
thirty-five crores) only divided into 35000000 (Three crore fifty lakh) equity shares of INR 10
(Indian Rupees ten) per share.
The increase in the authorised share capital of the Company will also require approval of the
members of the Company by way of passing an Ordinary Resolution to that effect. The draft
amended copy of the Memorandum of Association has been placed at the registered office of
the Company for inspection during the business hours, till the date and time of commencement
of this meeting.
None of the Directors and Key Managerial Personnel of the Company are in any way interested
or concerned, financial or otherwise, in the resolution, except to the extent of their shareholding
in the Company, if any. The proposed resolution does not affect any other Company.
The Board of Directors recommends the resolution as set out in Item No. 5, for approval of the
Members of the Company by way of an Ordinary Resolution.
Item No. 6
The members of the Company approved the appointment of Brahma Gurbani (DIN: 00318180)
as Managing Director of the Company for a period of 5 years from 1 September 2019 to 31
August 2024 at a total remuneration not exceeding 5% of the net profits of the Company for the
respective financial years. The tenure expired on 31 August 2024.
Under the dynamic and able leadership of Brahma Gurbani, the Company crossed various
milestones and enhanced the stakeholders’ value. Taking into consideration, the valuable
Page 19 of 140
contributions made by him and the need for his strategic directions for the future growth of the
Company, the Nomination and Remuneration Committee recommended his reappointment on
the terms and conditions including remuneration as set out hereunder.
As recommended by the Nomination and Remuneration Committee, the Board of Directors at

its meeting held on 13 August 2024, unanimously approved the reappointment of Brahma
Gurbani as the Managing Director of the Company for a period of 3 (Three) years i.e., with effect
from 1 September 2024 to 31 August 2027 (both dates inclusive), pursuant to the provisions of
the Act, subject to the approval of the members of the Company. The approval of the members
by way of special resolution is sought for Brahma Gurbani reappointment as Managing Director
and for payment of remuneration to him for a period of 3 (Three) years from 1 September 2024
to 31 August 2027.
The Managing Director shall, subject to the supervision and control of the Board of Directors
carry out such duties as may be entrusted to him by the directors and shall exercise such
powers as are delegated to him by the Board of Directors.
The broad particulars of the terms and conditions of appointment including remuneration
payable to Brahma Gurbani are as follows:
Sl. No. Particulars Remarks

1. Period of A tenure of 3 years from 1 September 2024 to 31 August
Agreement 2027
2. Remuneration INR 60,00,000 (Indian Rupees sixty lakhs) only per annum
3. Perquisites / House rent allowance as may be applicable to the
Benefits / HRA / employees of the Company or provision of furnished
Accommodation accommodation.
4. Provident Fund Contribution to Provident Fund, Superannuation Fund or
Annuity Fund to the extent these, either singly or put
together, are not taxable under the Income tax Act, 1961
5. Other Benefits Reimbursement of all actual expenses or charges including
travel, entertainment or other out of pocket expenses
incurred for and on behalf of the Company, in furtherance
of its business shall be provided.
The terms and conditions of the said reappointment and / or agreement may be altered,
enhanced or varied from time to time by the Board as it may, in its discretion, deem fit.
Annexure to the Explanatory Statement

Additional details of Director seeking appointment at the forthcoming Annual General Meeting
Page 20 of 140
Information as required under Regulation 36(3) of the LODR Regulations and Clause 1.2.5 of
the Secretarial Standard on General Meetings (SS-2) issued by the ICSI is given hereunder:
1. Name Brahma Gurbani
2. DIN 00318180
3. Date of Birth 5 December 1953
4. Age 71
5. Date of first appointment on the Board 7 October 1992
6. Expertise in specific functional area Products, procurement, and
marketing
7. Qualifications B.Com (H)
8. Experience More than 20 years
9. Terms and Conditions of appointment / As per Item No. 6 of the
reappointment Explanatory Statement
10. Directorship / Committee Chairpersonship Nil
/ Committee Membership held in other
Listed Companies
11. Directorship held in other Companies 1. Naturalle Health Products
(Excluding Listed Companies) Private Limited
2. Royes Industries Private
Limited
12. Chairpersonship / Membership of the Nil
Committees of other Companies
(Excluding Listed Companies)
13. Shareholding in the Company including 4.94%
shareholding as a beneficial owner
14. Relationships with other Directors / KMPs Brahma Gurbani is one of the
promoters and Vishal Ratan
Gurbani is the nephew of Brahma
Gurbani
15. Resignation from the directorship of listed Nil
companies in the past three years
16. Number of meetings of the Board attended 7 (Seven)
during the year
Brahma Gurbani, the appointee, and Vishal Ratan Gurbani, Whole-Time Director of the
Company are related to each other and are concerned or interested in the resolution as set out
in Item No. 6 of this notice. None of the other directors and Key Managerial Personnel or their
relatives are interested financially or otherwise in the resolution, except to the extent of their
shareholding in the Company, if any. The proposed resolution does not affect any other
Company.
Page 21 of 140
The Board, after taking into consideration the recommendation of the Nomination and
Remuneration Committee recommends the resolution as set out in Item No. 6, for approval of
the Members of the Company by way of a Special Resolution.
Item No. 7
The Board of Directors, on the recommendation of Nomination and Remuneration Committee,
appointed Vanita Khatter (DIN: 10794952), as an Independent Director of the Company, with
effect from 4 November 2024 for a period of 5 (Five) years till 3 November 2029 (both dates
inclusive), under Sections 149, 150, 152 and 161 of the Act and Articles of Association of the
Company, subject to the approval of Members and any other approval as may be required from
time to time.
Brief Profile of Vanita Khatter

Vanita Khatter brings over 35 years of experience as a Strategic Business Partner and now
excels as a Leadership and Business Solutions Coach. She collaborates closely with clients to
help them unlock their potential and shape effective business strategies, enhancing
profitability, growth, and leadership development. Known for her dedication to authentic
coaching, she specializes in guiding individuals, executives, and senior leaders to achieve their
business goals, navigate complex challenges, and maintain productive relationships. She is a
Professional Certified Coach (PCC) with over 750 hours of coaching corporate leaders, women
leaders, and solopreneurs across diverse sectors, including IT, BPO, Pharmaceuticals,
Manufacturing, BFSI, and public sector banking. She has been a coach and management
facilitator for senior executives in organizations such as ASCI, SBI, and LASSIB. Additionally,
she has delivered customized leadership and development programs and is a recognized
speaker at prominent industry events, including the ISPE and Pharma IT Summit. She holds
multiple certifications, including:
• Professional Certified Coach (PCC) – International Coaching Federation (Pursuing)

• Executive Coach – Phrenimos, affiliated with the International Coaching Federation
• Masters in Business Administration – specializing in Human Resources and Marketing
• Masters in Computer Science
• Certifications in DISC Behavioural Analysis, Risk Assessment (ISPE, USA), and Green
Belt (GE and UL Solutions, USA)
Vanita Khatter has worked with clients across India, the USA, the UK, and multiple countries in
Asia, Europe, and South America. Notable clients include Jash Engineering, Bharat Serums,
Siemens, Aurobindo Pharma, State Bank of India, and Underwriters Laboratories, among
others.
The Company has received the following from Vanita Khatter:
Page 22 of 140
1. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 (“the Appointment Rules”);
2. Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that she is not
disqualified under Section 164(2) of the Act;
3. A declaration to the effect that she meets the criteria of independence as provided in
Section 149(6) of the Act and under the LODR Regulations;
4. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018,

that she has not been debarred from holding office of a director by virtue of any order
passed by SEBI or any other such authority;
5. Confirmation that she is not aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact her ability to discharge her duties
as an Independent Director of the Company;
6. A declaration that she is in compliance with Rules 6(1) and 6(2) of the Appointment
Rules, with respect to her registration with the data bank of independent directors
maintained by the Indian Institute of Corporate Affairs.
The Nomination and Remuneration Committee had previously finalized the desired attributes
for the selection of the Independent Directors. Based on those attributes, the Committee
recommended the candidature of Vanita Khatter. In the opinion of the Board, she fulfils the
conditions for independence specified in the Act, the Rules made thereunder, the LODR
Regulations and such other laws / regulations for the time being in force, to the extent
applicable to the Company. The Board noted that her skills, background and experience are
aligned to the role and capabilities identified by the Committee and that she is eligible for
appointment as an Independent Director.
In compliance with Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR
Regulations and based on the recommendation of Nomination and Remuneration Committee
the approval of the Members is sought for the appointment of Vanita Khatter as an Independent
Director of the Company, as a Special Resolution as set out above.

Page 23 of 140
1. Name Vanita Khatter
2. DIN 10794952
3. Date of Birth 27 July 1965
4. Age 59 years
5. Date of first appointment on the Board 4 November 2024
6. Expertise in specific functional area Leadership, strategy, training, risk,
industry-specific coaching
7. Qualifications MBA (HR & Marketing), M.Sc.
(Computer Science), JCI Graduate
(Training, USA), Certified Outbound
Trainer, Green Belt (GE & UL), DISC
Analyst, Thomas Profiler.
8. Experience 35 years
Listed Companies
11. Directorship held in other Companies Nil
13. Shareholding in the Company including Nil
14. Relationships with other Directors / KMPs Nil
16. Number of meetings of the Board attended 1 (One)
during the year
17. Skills and Capabilities required for the role As per Item No. 7 of the
and the manner in which the Independent Explanatory Statement
Director meets such requirements
Except Vanita Khatter being the appointee, none of the Directors and Key Managerial Personnel
of the Company are in any way interested or concerned, financial or otherwise, in the resolution,
except to the extent of their shareholding in the Company, if any. The proposed resolution does
not affect any other Company.
Page 24 of 140
Item No. 8
appointed Nagaraju Kanneganti (DIN: 10794956), as an Independent Director of the Company,
with effect from 4 November 2024 for a period of 5 (Five) years till 3 November 2029 (both dates
time to time.
Brief Profile of Nagaraju Kanneganti

Nagaraju Kanneganti, who has been recommended by the Board of Directors for appointment
as an Independent Director, brings with him a wealth of experience totalling over 15 years, with
a significant 10-year tenure specifically within the food industry. He is a postgraduate with
specialized expertise in finance and in-depth knowledge of the food sector. His background
encompasses diverse roles that have contributed to his comprehensive understanding of
industry practices, financial management, and regulatory compliance in the food sector. His
strategic insight and seasoned experience in these areas are expected to contribute positively
to the growth and governance of the Company.
The Company has received the following from Nagaraju Kanneganti:
1. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the

Appointment Rules;
2. Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not
3. A declaration to the effect that he meets the criteria of independence as provided in

4. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018,

that he has not been debarred from holding office of a director by virtue of any order
5. Confirmation that he is not aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact his ability to discharge her duties
Page 25 of 140
6. A declaration that he is in compliance with Rules 6(1) and 6(2) of the Companies
Appointment Rules, with respect to his registration with the data bank of independent
directors maintained by the Indian Institute of Corporate Affairs.
for the selection of the independent director(s). Based on those attributes, the Committee
recommended the candidature of Nagaraju Kanneganti. In the opinion of the Board, he fulfils
the conditions for independence specified in the Act, the Rules made thereunder, the LODR
applicable to the Company. The Board noted that his skills, background and experience are
aligned to the role and capabilities identified by the Committee and that he is eligible for
In compliance with Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR
Regulations and based on the recommendation of Nomination and Remuneration Committee
the approval of the Members is sought for the appointment of Nagaraju Kanneganti as an
Independent Director of the Company, as a Special Resolution as set out above.


1. Name Nagaraju Kanneganti
2. DIN 10794956
3. Date of Birth 15 April 1985
4. Age 39 years
6. Expertise in specific functional area Finance and Food Industry
7. Qualifications Post Graduate
8. Experience 15 years (out of which 10 years in
food industry)
10. Directorship / Committee Chairpersonship / Nil
Committee Membership held in other Listed
Companies
11. Directorship held in other Companies Nil
Page 26 of 140
Committees of other Companies (Excluding
Listed Companies)
during the year
Except Nagaraju Kanneganti being the appointee, none of the Directors and Key Managerial
Personnel of the Company are in any way interested or concerned, financial or otherwise, in the
resolution, except to the extent of their shareholding in the Company, if any. The proposed
resolution does not affect any other Company.
Item No. 9
appointed Kireet Modi (DIN: 00375261), as an Independent Director of the Company, with
effect from 4 November 2024 for a period of 5 (Five) years till 3 November 2029 (both dates
time to time.
The Company has received the following from Kireet Modi:
1. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the

Appointment Rules;
2. Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not
3. A declaration to the effect that he meets the criteria of independence as provided in

Page 27 of 140
4. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018

that he has not been debarred from holding office of a director by virtue of any order
5. Confirmation that he is not aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact his ability to discharge her duties
6. A declaration that he is in compliance with Rules 6(1) and 6(2) of the Appointment
Rules, with respect to his registration with the data bank of independent directors
maintained by the Indian Institute of Corporate Affairs.
for the selection of the independent director(s). Based on those attributes, the Committee
recommended the candidature of Kireet Modi. In the opinion of the Board, he fulfils the
conditions for independence specified in the Act, the Rules made thereunder, the LODR
applicable to the Company. The Board noted that his skills, background and experience are
aligned to the role and capabilities identified by the Committee and that he is eligible for
Brief Profile of Kireet Modi

Kireet Modi is an accomplished entrepreneur with a strong track record in building successful
companies across sectors, namely: gifting, retail, automotive, and kitchen solutions. His
personal experiences with his children's education led him to establish “After My School”,
where he has managed strategic planning, marketing, operations, and finance for the past
decade. “After My School”, founded by IIM alumni, leverages over 10 (Ten) years of expertise
and research in learning methodologies to create proprietary tools that enhance children's
academic potential. Its distinctive “Filling the Blanks” approach identifies gaps in
understanding and develops tailored action plans for each student.
Key Initiatives Undertaken by Kireet Modi:
1. Corporate Restructuring: Successfully designed and implemented a comprehensive

corporate restructuring plan to enhance cost efficiency and centre operations around
profitability.
2. Product Segment Rationalization: Developed and executed a targeted product

strategy, with emphasis on kitchen solutions, enhancing both the depth and breadth of
key category drivers.
Page 28 of 140
3. Outsourcing of After-Sales Service: Transitioned the after-sales service model from a

fixed cost to a variable cost structure by outsourcing labour-intensive functions,
optimizing operational expenses.
4. Transition from SAP to Tally: Recommended and oversaw the migration from an
inflexible SAP system to a more adaptable Tally-based MIS system, significantly
reducing time for sales planning and order processing.
5. Simplified Reporting Systems: Streamlined reporting processes to accelerate

decision-making across various operational functions.
6. Distributor Partnership Model: Introduced a new channel policy centred on distributor

partnerships, effectively reducing fixed costs and enhancing the market reach.
7. Channel Network Restructuring: Strengthened the channel network by aligning with

strategic partners to increase market share.
8. Flat Organizational Structure: Effectively reduced hierarchical layers from nine to four
within a year, focusing the organization towards market-centric operations.
9. Enhanced Management Practices: Strengthened senior and middle management

teams by promoting internal talent and hiring industry professionals, empowering them
to drive both top-line and bottom-line growth.
In compliance with the provisions of Section 149 read with Schedule IV to the Act and
Regulation 17 of the LODR Regulations and based on the recommendation of Nomination and
Remuneration Committee the approval of the Members is sought for the appointment of Kireet
Modi as an Independent Director of the Company, as a Special Resolution as set out above.


1. Name Kireet Modi
2. DIN 00375261
3. Date of Birth 23 June 1970
4. Age 54 years
Page 29 of 140
6. Expertise in specific functional area Strategic restructuring and
operational efficiency
7. Qualifications B.Com (H), PGDM (Marketing and
Finance)
8. Experience 10 years
Listed Companies
11. Directorship held in other Companies 2 (Two)
(Excluding Listed Companies) Skan After My School Private
Limited (Director)
Greet Well Cards [India] Private
Limited (Managing Director)
during the year
Except Kireet Modi being the appointee, none of the Directors and Key Managerial Personnel of
the Company are in any way interested or concerned, financial or otherwise, in the resolution,
except to the extent of their shareholding in the Company, if any. The proposed resolution does
not affect any other Company.
Page 30 of 140
ANNEXURE I
Item No. 3

1. Name Vishal Ratan Gurbani
2. DIN 07738685
3. Date of Birth 16 November 1989
4. Age 35 years
5. Date of first appointment on the Board 21 August 2017
6. Expertise in specific functional area Administration, finance and
manufacturing
7. Qualifications MBA
8. Experience More than 10 years
9. Terms and Conditions of appointment / As per extant terms of his
reappointment appointment
Listed Companies
11. Directorship held in other Companies VNG Global Private Limited
13. Shareholding in the Company including 0.04%
14. Relationships with other Directors / KMPs Vishal Ratan Gurbani is one of the
promoters and is the nephew of
Brahma Gurbani
16. Number of meetings of the Board attended 7 (Seven)
during the year
Page 31 of 140
BOARD’S REPORT
To
The Members of
Your directors have pleasure in presenting the 33rd (Thirty-Third) Annual Report on the business
and operations of Sampre Nutritions Limited (“the Company”) together with the audited financial
statements for the financial period ended 31 March 2024.
BUSINESS, FINANCIAL POSITION AND CORPORATE STRUCTURE
1. State of Affairs
The company is engaged in the business of manufacturing, producing, and processing a
wide range of food, beverage, healthcare, and personal care products, including soft drinks,
confectioneries, cosmetics, and therapeutic items. It operates as a distributor, stockist, and
liaison for these products both in India and internationally, representing various
manufacturers and importers. The company also acquires scientific know-how, undertakes
turnkey projects and collaborations to set up similar industries, and fabricates essential
machinery and equipment to support its manufacturing activities.
Your directors are confident that the performance and operations of the Company will
improve in the coming years. There has been no change in the business of the Company
during the financial year ended 31 March 2024.
2. Financial Summary
During the financial period ended 31 March 2024, your Company has recorded standalone
and consolidated financials, the summary of which is shown below:
(All amounts in INR Lacs except EPS)

Standalone Consolidated
Particulars
2023-24 2022-23 2023-24 2022-23
Total Income 2,526.49 3,717.90 2,526.49 3,717.90
Total Expenses (2,469.96) (3,676.13) (2,477.75) (3,676.13)
Profit before Tax 56.53 41.77 48.74 41.77
Tax Expense (25.58) (7.03) (25.58) (7.03)
Profit after Tax 30.95 34.74 23.16 34.74
Other Comprehensive Income – – – –
Total Comprehensive Income – – – –
Basic & Diluted EPS 0.45 0.61 0.34 0.61
Page 32 of 140
Board’s Report [2023-24]
The above figures are extracted from the audited financial statements of the Company as
per the Indian Accounting Standards. The equity shares are at nominal value of INR 10
(Indian Rupees ten) per share.
3. CFO and CS Certification

The Company is committed to upholding rigorous standards of financial integrity and
accountability in all its operations. Although the requirement for CEO and CFO certification
under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), 2015 (“LODR Regulations”) may not be mandatorily
applicable to the Company, we voluntarily ensure that the Chief Financial Officer and the
Company Secretary of the Company certify the Company’s financial statements. Pursuant
to the application provisions, the financial statements have been certified by Vamshi
Srinivas Vempati, CFO and Krishnama Nupur, CS of the Company.
4. Appropriations
During the period under relevance, your Company has not transferred any amount to the
reserves, and accordingly, the entire balance available in the Statement of Profit and Loss
is retained in it.
5. Dividend
Your directors after considering holistically, the relevant circumstances have not
recommended any dividend for the period under review considering the Company wishes to
plough back the profits and conserve resources for future growth and expansion.
6. Details of Subsidiary, Joint Venture or Associate Companies

The Company has established wholly owned subsidiaries namely “Sampre Nutritions
FZCO” in Silicon Oasis Free Zone, Dubai, United Arab Emirates and “Sampre Nutritions
Holding Limited” in England, United Kingdom. Pursuant to Section 129(3) of the Act the
statement containing the salient feature of the financial statement of a Company’s
subsidiary is given as ‘Annexure 1’ in the Form AOC-1. The Company has no other
Subsidiary, Joint Venture or an Associate Company.
7. Listing on Stock Exchanges

The Company’s shares are listed on the BSE with the scrip code 530617.
CORPORATE GOVERNANCE
8. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the LODR Regulations, the Management’s
discussion and analysis forms part of this Annual Report and is set out in ‘Annexure 2’.
Page 33 of 140
9. Corporate Governance
Our corporate governance practices, deeply rooted in our core values, encompass our
culture, policies, and stakeholder relationships. Integrity and transparency are pivotal in
fostering stakeholder trust. We prioritise member value, adhering to legal, ethical, and
sustainable standards. The Board fulfils its broad fiduciary duties, acknowledging its
significant responsibilities. Our disclosures adhere to international governance standards,
reflecting our commitment to industry best practices. We persist in enhancing long-term
member value while respecting minority member rights in our strategic decisions. The
provisions of Regulation 15(2) of the LODR Regulations are not applicable to your Company.
Therefore, there is no requirement to file quarterly Corporate Governance Reports and
submit an annual Certificate of Corporate Governance.
10. Vigil Mechanism Policy

The Company is committed to fostering an ethical and transparent work environment where
the directors and employees can report genuine concerns related to misconduct, ethical
violations, or potential legal issues. While Regulation 22 of the LODR Regulations, is not
applicable to the Company, we remain dedicated to supporting a workplace culture where
individuals feel encouraged to raise concerns responsibly and without fear of retaliation,
thus upholding the principles of accountability and integrity in all business operations.
BOARD OF DIRECTORS
11. Board Diversity

The Company acknowledges the significance of a diverse Board for its growth. We are
confident that a genuinely diverse Board will harness variations in thought, perspective,
regional and industry backgrounds, cultural and geographical diversity, age, ethnicity, race,
gender, knowledge, and expertise. This inclusive approach extends to areas such as
finance, diversity, global business, leadership, information technology, mergers and
acquisitions, board service, governance, sales and marketing, Environmental, Social and
Governance (ESG), risk management, cybersecurity, and other domains. This diversity is
integral to maintaining a competitive advantage.
12. Board Composition and Key Managerial Personnel

The composition of the Board of Directors of the Company is outlined below:
Sl. No. Name Designation DIN

1. Brahma Gurbani Managing Director 00318180
2. Vishal Ratan Gurbani Whole-Time Director 07738685
3. Vimal Suresh Independent Director 08361739
4. Banala Jaya Prakash Reddy Independent Director 00407438
Page 34 of 140
5. Umra Singh Sirohi Independent Director 02622284
6. Vamshi Srinivas Vempati Chief Financial Officer N.A.
7. Krishnama Nupur Company Secretary N.A.
As per Section 152(6) of the Act and other applicable provisions of the Act, Vishal Ratan
Gurbani, being liable to retire by rotation at ensuing Annual General Meeting of the Company
has offered himself for reappointment.
The term of Vimal Suresh ceased on 13 February 2024. There has been no other change(s)
in the constitution of Board during the year under review. With effect from 26 September
2024, Banala Jaya Prakash Reddy and Umra Singh Sirohi retired as Independent Directors of
the Company owing to completion of the second term of 5 (Five) consecutive years.
The Nomination and Remuneration Committee of the Company has appointed Vanita
Khatter, Nagaraju Kanneganti and Kireet Modi as Non-Executive Additional Directors
(Independent) of the Company on Board Meeting dated 4 November 2024. Their
appointment is subject to approval by the shareholders in the ensuing Annual General
Meeting.
The number of directorships of the directors are within the limits of Section 165 of the Act,
read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
13. Committees of the Board

As on 31 March 2024, the Company had 3 (Three) committees: Audit Committee,
Nomination and Remuneration Committee, and Stakeholder Relationship Committee.
None of the committees were reconstituted during the year. The composition of the
committees is given below:
Audit Committee
The Audit Committee plays a crucial role in maintaining the integrity of the financial
reporting process. It oversees the financial statements, audits, internal controls, and
compliance with legal and regulatory requirements, thereby enhancing the transparency
and accuracy of financial disclosures. As on 31 March 2024, the composition of the Audit
Committee was as follows:
Sl. No. Name of the Directors Designation

1. Umra Singh Sirohi Chairperson
2. Vishal Ratan Gurbani Member
3. Vimal Suresh (Up to 13 February 2024) Member
Page 35 of 140
The role of the Nomination and Remuneration Committee is vested with the powers to
formulate the criteria for determining qualifications, positive attributes, independence of
directors and recommend to the Board a policy relating to the remuneration of the directors
and the key managerial personnel. It’s also responsible for ensuring that remuneration
policies align with the Company’s strategic objectives. It promotes best practices for
attracting, motivating, and retaining skilled talent while upholding principles of fairness and
transparency in remuneration. As on 31 March 2024, the composition of the Nomination and
Remuneration Committee was as follows:

2. Banala Jaya Prakash Reddy Member
Stakeholders Relationship Committee

The Stakeholders Relationship Committee is dedicated to addressing the grievances and
concerns of shareholders and other stakeholders. It works to foster a strong relationship
between the company and its stakeholders by ensuring timely resolution of issues related
to share transfers, statutory reports, dividend payments, and other matters of shareholder
interest. As on 31 March 2024, the composition of the Stakeholders Relationship
Committee was as follows:

2. Vishal Ratan Gurbani Member
14. Board Meetings and Committee Meetings

The Board and the Committees meets at regular intervals to discuss and decide on the
Company’s business policy and strategy. The notice and agenda with notes on each agenda
item for the board meetings and committee meetings is circulated at least a week prior to
the date of the meeting. During the period under consideration 7 (Seven) Board Meetings
were held pursuant to Section 173(1) of the Act. The Board of Directors met on 30 May 2023,
14 August 2023, 29 August 2023, 14 November 2023, 29 December 2023, 1 February 2024
and 12 February 2024. They are mentioned as follows:
No. of Board Meetings

Sl. No. Directors Names
Entitled to Attend Attended
1. Brahma Gurbani 7 7
Page 36 of 140
2. Vishal Ratan Gurbani 7 7
3. Vimal Suresh 7 7
4. Banala Jaya Prakash Reddy 7 7
5. Umra Singh Sirohi 7 7
The Committee Meeting details are provided in the Corporate Governance Report that forms
part of this Annual Report. The details of committee meetings during the financial year are
given below:
Sl. No. Committee Names Number of Meetings

1. Audit Committee 4
2. Nomination and Remuneration Committee 1
3. Stakeholders Relationship Committee 1
The details of the committee meetings are mentioned as follows:
Audit Committee
During the year, 4 (Four) meetings of the Audit Committee was held. The Audit Committee
met on 30 May 2023, 14 August 2023, 14 November 2023 and 12 February 2024. They are
mentioned as follows:
No. of Committee Meetings

Sl. No. Committee Members Names
3. Vimal Suresh 4 4

During the year, 1 (One) meeting of the Nomination and Remuneration Committee was held.
The Nomination and Remuneration Committee met on 30 May 2023. They are mentioned as
follows:

2. Banala Jaya Prakash Reddy 1 1
3. Vimal Suresh 1 1
Stakeholder Relationship Committee

During the year, 1 (One) meeting of the Stakeholder Relationship Committee was held. The
Page 37 of 140
Stakeholder Relationship Committee met on 30 May 2023. They are mentioned as follows:

3. Vimal Suresh 1 1
15. Independent Directors

The Company has received necessary declarations from each independent director under
Section 149(7) of the Act, that they meet the criteria of independence laid down in Section
149(6) of the Act and the LODR Regulations. The Independent Directors also have confirmed
compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of
Directors) Rules, 2014, as amended relating to inclusion of their name in the databank of
independent directors.
16. Familiarisation Program for Independent Directors

The Company’s policy on programs and measures to familiarise Independent Directors
about the Company, its business, updates and development includes various measures viz.
issue of appointment letters containing terms, duties etc., management information
reports, presentation and other programmes as may be appropriate from time to time. The
policy and program aim to provide insights into the Company to enable independent
directors to understand the business, functionaries, business model and others matters.
The said Policy and details in this respect is displayed on the Company’s website.
17. Statement Regarding Independent Director

In the opinion of the Board of Directors of your Company, the Independent Directors
comprise persons of high integrity and possess relevant expertise and experience in their
respective fields. All the Independent Directors of the Company have valid registration with
the Independent Director’s database maintained by the Indian Institute of Corporate Affairs
and also completed the online proficiency test conducted by the Indian Institute of
Corporate Affairs, wherever required.
18. Policy on Directors’ Appointment and Remuneration

In terms of Section 178(3) of the Act, your Board has formulated a policy on qualifications,
positive attributes and independence of a director, key managerial personnel and other
employees. Furthermore, the policy also determines the diversity of the Board of Directors
and criteria for determining the remuneration to the directors, key managerial personnel and
senior management of the Company.
Page 38 of 140
19. Board Performance Evaluation
Your Company has highly committed and dedicated professionals as well as directors on
the Board of the Company. The Directors follow an efficient mechanism for annual
evaluation of performance by directors and their committees. The mechanism basically is
based upon the principle of enhancement in Company’s efficient governance and bringing
higher levels of transparency, legacy and accountability in working of the Company.
Broadly, the evaluation framework for assessing the performance of Directors comprises of
the following key areas:
a. Attendance of Board Meetings and Board Committee Meetings

b. Quality of contribution to Board deliberations
c. Strategic perspectives or inputs regarding future growth of Company and its
performance
d. Providing perspectives and feedback going beyond information provided by the
management
e. Commitment to member and other stakeholder interests
As per the Act, the formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual Directors. The Board of Directors has
carried out annual performance evaluated of its own performance, the committee and
Director individually including Independent Directors.
The performance evaluation of the Non-Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with the evaluation
process.
20. Directors’ Responsibility Statement

Pursuant to requirement of Section 134(3)(c) of the Act with respect to Directors’
Responsibility Statement, it is hereby confirmed that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. Your director(s) have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at 31 March 2024
and of the profit and loss of the Company for the period 2023-24;
c. Your director(s) have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
Page 39 of 140
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. Your director(s) have prepared the annual accounts on a going concern basis;
e. Your directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. Your directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and systems are adequate and operating effectively.
21. Particulars of Managerial Remuneration

Disclosure pertaining to remuneration and other details as required under Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this Report as ‘Annexure 3’. Your directors
state that none of the Executive Directors of the Company received any remuneration or
commission from any of its Subsidiaries, and the remuneration is as per the remuneration
policy of the Company.
22. Particulars of top 10 Employees

Statement containing particulars of top 10 employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not applicable to the Company.
AUDIT AND AUDITORS
23. Statutory Auditors

NG Rao & Associates, Chartered Accountants (Firm Registration No.: 009399S), are
proposed to be appointed as the Statutory Auditors of the Company in place of the retiring
auditors, RRK & Associates, Chartered Accountants (Firm Registration No.: 009785S),
whose term has concluded in accordance with the provisions of Section 139(2) of the
Companies Act, 2013, read with Rules 5 and 6 of the Companies (Audit and Auditors) Rules,
2014, regarding mandatory auditor rotation. The appointment of NG Rao & Associates is
proposed for approval in the ensuing Annual General Meeting for a term of 5 (Five)
consecutive years, to hold office from the conclusion of the 33 rd (Thirty-Third) Annual
General Meeting for the financial year 2023-24 till the conclusion of the 38th (Thirty-Eighth)
Annual General Meeting for the financial year 2028-29.
Page 40 of 140
24. Secretarial Auditors
During the period under review Kashinath Sahu & Co., Company Secretaries (Unique Code
No.: S2016TL445100) conducted the secretarial audit of your Company for the financial
year 2023-24 pursuant to Section 204(1) of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial
Audit Report is attached to this Report in ‘Annexure 4’.
25. Audit Reports

Your directors informed that there are no qualifications / reservations / adverse remarks in
the independent audit report as presented by the statutory auditors of the Company. The
observations of the statutory auditors when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further
comments by the director(s).
Auditors Modified Opinion and Reply

The secretarial audit report in Form MR-3 for the financial year 2023-24 as submitted by
Kashinath Sahu & Co., the secretarial auditors of the Company contains a modified /
qualifying opinion concerning the Company’s compliance with the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The
Secretarial Auditors have noted that the Company did not submit the Structured Digital
Database (SDD) Compliance Certificate for the said financial year.
The Board of Directors of the Company acknowledges the observation highlighted in the
report. The Board takes cognizance of this observation and is committed to addressing this
matter in the forthcoming year to ensure full adherence to all regulatory obligations. A review
of the Company’s compliance processes is underway to strengthen oversight and prevent
such instances in the future.
26. Reporting of Frauds by Auditors

During the year under review, there were no frauds which came to the cognizance of the
statutory auditors or the secretarial auditor. Thus, the requirement by the statutory auditors
or the secretarial auditor to report to the Government or the Audit Committee or the Board
of Directors, under Section 143(12) of the Act, any instances of fraud committed against the
Company by its officers or employees does not arise. Thus, there are no details to be
mentioned in the Board’s report.
27. Secretarial Standards

During the year under review, the Company complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India.
Page 41 of 140
28. Maintenance of Cost Records
The Company is not required to maintain cost records as specified by the Central
Government under Section 148(1) of the Act.
SPECIFIED TRANSACTIONS
29. Unsecured Loan from Directors

During the year under review the Company has received funds from an unsecured loan from
the following Directors:
Sl. No. Name of Directors Amount (INR)

1. Brahma Gurbani 4,16,82,857
2. Meera Gurbani 35,26,269
Further, pursuant to Section 73 of the Act, read with Rule 2(1)(c)(viii) of Companies
(Acceptance of Deposit) Rules, 2014, a declaration in writing to the effect that the amount
is given out of their owned funds and not being given out of funds acquired by them by
borrowings or accepting loans or deposits from others was received from the Directors.
30. Deposits
The Company has not accepted any deposits from the public and members and as such
there are no outstanding deposits in terms of the Companies (Acceptance of Deposits)
Rules, 2014.
31. Particulars of Loans, Guarantees or Investments

During the year, the Company advanced a loan of INR 23,20,560 (Indian Rupees twenty-
three lakhs twenty thousand five hundred sixty) only to Sampre Nutritions FZCO, their
wholly-owned subsidiary.
32. Contracts or Arrangements with Related Parties

The Company is committed to maintaining transparency and accountability in its dealings,
including transactions with related parties. Although Regulation 23 of the LODR Regulations
is not applicable, we adhere to high standards of governance by ensuring that all related
party transactions are conducted at arm’s length and in the ordinary course of business.
Since all related party transactions entered into by the Company were on an arm’s length
basis and in the ordinary course of business and the Company had not entered into any
material related party contracts, the disclosure under Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not required to be provided.
Page 42 of 140
SECURITIES AND CAPITAL STRUCTURE
33. Changes in Capital Structure and Debt Structure

During the financial year 2023-24, the Board had altered the capital structure by increasing
the issued, subscribed and paid-up share capital. The Company issued 2600000 (Twenty-
six) lakh convertible warrants to non-promoter to be converted into equal number of equity
shares. During the year under review, the Company received an application from a non-
promoter resident individual to convert 400000 (Four lakh) convertible warrants into
400000 (Four lakhs) equity shares of INR 10 (Indian Rupees ten) per share aggregating to
INR 40,00,000 (Indian Rupees forty lakhs) only.
The Authorised Share Capital of the Company remained unaltered during the financial year
2023-24.
34. Investor Education and Protection Fund

In terms of the provisions of Section 125 of the Act and the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 made
thereunder, the amount that remained unclaimed for a period of 7 (Seven) years is required
to be transferred to the Investor Education and Protection Fund (“IEPF”) administered by
the Central Government. During the year under review there no amount of unpaid dividend
and shares which were transferred to the IEPF.
CORPORATE SUSTAINABILITY
35. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The disclosures pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo are given as below:
A. Conservation of Energy
a. The steps taken or impact on conservation of energy

The operations of your Company are not energy intensive. However, adequate
measures have been initiated to reduce energy consumption.
b. The steps taken by the Company for utilising alternate sources of energy
The Company is working on viability study and development on introducing renewable
sources of energy at site and office to reduce the cost of energy. Your Company is in
the process of phasing out electronics that use ozone depleting materials.
Additionally, the Company continues to analyse energy consumption.
Page 43 of 140
c. The capital investment on energy conservation equipments
There is no such capital investment made by the Company on energy conservation
equipments.
B. Technology Absorption
a. The efforts made towards technology absorption

Information Technology is a critical for growth of business and hence your Company
has introduced new technologies in its day-to-day operations. The Company is using
computers and latest technology for speedy communication.
b. The benefits derived like product improvement, cost reduction, product

development or import substitution
Due to adoption of information technology, the cost of communication has reduced to
a great extent. Furthermore, the time to communicate has reduced, helping in
effective and efficient governance and management of the affairs of the Company.
c. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)
There is no such technology imported during the last three years by the Company.
d. The expenditure incurred on research and development

Your Company has made no expenditure on research and development during the
period under review.
C. Foreign Exchange Earnings and Outgo
During the financial year 2023-24, the amount of foreign exchange earned in terms of
actual inflow was INR 55.99 lakhs and the amount of foreign exchange outgo in terms of
actual outflow was INR 30.25 lakhs.
36. Corporate Social Responsibility

The requirements of Section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 with respect to applicability of Corporate Social
Responsibility (“CSR”) spending were not applicable to the Company as per the audited
financial statements for the year 2023-24. Hence, your Company is not required to
formulate and adopt the CSR Policy or constitute CSR Committee during the year under
review.
Page 44 of 140
RISK MANAGEMENT AND INTERNAL CONTROLS
37. Risk Management Policy

The Company has developed and implemented Risk Management Policy. The Board of
Directors facilitates the execution of risk management practices in the Company, in the
areas of risk identification, assessment, monitoring, mitigation and reporting. During the
period under review, the Company has not identified any element of risk which may threaten
the existence of the Company.
38. Internal Financial Controls

The Company has an adequate internal financial control system, commensurate with the
size of its business operations, which are also monitored by the internal auditors. Significant
audit observations and follow up actions thereon are reported to the Board / Audit
Committee. The Board / Audit Committee review if the Company has adequate and effective
internal control system and it also monitors the implementation of its recommendations.
HUMAN RESOURCES MANAGEMENT
39. Human Resources Management

The Company’s goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences and other factors,
and contribute to the best of their abilities. In line to make the workplace a safe environment,
the Company has set up a policy on prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Further, the Company has complied with the provisions relating
to the constitution of Internal Committee under Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013.
The Company has not received any complaints of work place complaints, including
complaints on sexual harassment during the year under review.
MISCELLANEOUS
40. Web Link of the Annual Return

Pursuant to Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, the annual return for the financial year 2023-24, which will be
filed with Registrar of Companies, shall be uploaded on the Company’s website and can be
accessed at https://www.gurbanigroup.in.
41. Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company
Page 45 of 140
occurred between the end of the financial year to which this financial statement relates and
the date of this report.
42. Details of Significant and Material Orders Passed by the Regulators, Courts and
Tribunals
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.
43. Details of Application Made or Proceeding Pending Under the Insolvency and Bankruptcy
Code, 2016 During the Year along with their Status as at the End of the Financial Year
During the year under review, there were no applications or filed or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
44. Details of Difference between Valuation Amount on One Time Settlement and Valuation
while Availing Loans from Banks and Financial Institutions
During the year under review, there has been no one-time settlement of loans taken from
banks and financial institutions.
45. Data Privacy, Data Protection and Cybersecurity

In an ever-evolving digital landscape, our organisation continues to prioritise data privacy,
data protection, and cybersecurity. Over the past quarter, we have taken significant strides
in enhancing our defences and safeguarding sensitive information. Our approach
encompasses rigorous data handling assessments, strict adherence to regulations, and
proactive adoption of industry best practices. Our cybersecurity measures include regular
audits, vulnerability assessments, and refined incident response protocols. Employee
training has been intensified to bolster awareness, while our legal team ensures alignment
with evolving data protection laws. As the threat landscape evolves, we remain dedicated to
innovation and improvement, upholding stakeholder trust and positioning ourselves for
enduring success.
46. Cautionary Statement

Statements in this Board’s Report and the Management Discussion and Analysis describing
the Company’s objectives, projections, estimates, expectations or predictions may be
forward-looking statements. Though these statements are based on reasonable and
rational assumptions, their actual results may differ materially from those expressed or
implied.
47. Acknowledgements
The director(s) wish to place on record their appreciation to the Government of India, the
Governments of various states in India, Governments across various countries, and
concerned Government departments and agencies for their cooperation. Additionally, the
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Directors want to recognise the invaluable support and collaboration of the workers,
employees, banks, customers, partners, and the consultants provided during the period.
The Directors appreciate and value the assistance provided during the period, and are
looking ahead for a fruitful relationship in future.
Brahma Gurbani Vishal Ratan Gurbani

Managing Director Whole-Time Director
(DIN: 00318180) (DIN: 07738685)

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Form AOC-1
Statement containing salient features of the Financial Statement of Subsidiaries / Associate
Companies / Joint Ventures
[Pursuant to First Proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014]
Part A – Subsidiaries
(Amounts in INR)
Sl. Sampre Nutritions Sampre Nutritions
Particulars
No. FZCO Holdings Limited
1. Date since when the subsidiary was 3 January 2023 11 January 2023
acquired
2. Reporting period for the subsidiary 1 January 2023 to 1 January 2023 to
concerned, if different from the holding 31 December 2023 31 December 2023
company’s reporting period
3. Reporting currency and exchange rate as AED GBP
on the last date of the relevant financial
year in the case of foreign subsidiaries
4. Share capital 2,32,430.00 110.00
5. Reserves and surplus – –
6. Total assets 25,53,020.00 110.00
7. Total liabilities 23,20,590.00 110.00
8. Investments – –
9. Turnover – –
10. Profit before taxation – –
11. Provision for tax – –
12. Profit after taxation – –
13. Proposed dividend – –
14. Percentage of shareholding 100.00% 100.00%
1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Nil
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Boards’ Report [Annexure 1]
List of Subsidiaries, Associates and Joint Ventures
Part B – Associates and Joint Ventures
Sl. No. Particulars Name

1. Latest audited balance sheet date
2. Shares of Associate / Joint Ventures held by the
Company on the year end
No. of Shares
Amount of Investment in Associates / Joint Venture
Extent of Holding (% age)
3. Description of how there is significant influence
Nil
4. Reason why the Associate / Joint Venture is not
Consolidated
5. Net Worth attributable to shareholding as per
latest audited balance sheet
6. Profit / Loss for the year
i. Considered in consolidation
ii. Not considered in consolidation
1. Names of associates or joint ventures which are yet to commence operations: Nil
2. Names of associates or joint ventures which have been liquidated or sold during the year:
Nil
Brahma Gurbani Vishal Ratan Gurbani

Managing Director Whole-Time Director
(DIN: 00318180) (DIN: 07738685)
Date: 4 November, 2024

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MANAGEMENT DISCUSSION AND ANALYSIS
This Management Discussion and Analysis report provides an in-depth review of Sampre
Nutritions Limited’s (“the Company”) performance, strategic initiatives, and market positioning
for the fiscal year 2023-24. This report addresses key aspects of our operating environment,
including the prevailing macroeconomic conditions, industry dynamics, and business
performance metrics.
Indian Economy
State of the Economy 2023-24: Continued Resilience Amid Global Headwinds

India’s real GDP growth for the fiscal year 2023-24 is projected at approximately 8.2%, a robust
increase compared to 7.0% in the previous year. This growth is supported by strong
manufacturing and construction sectors, which have grown by around 9.9% each in FY 2024.
Moving into FY 2024-25, growth is expected to moderate slightly, with estimates ranging from
6.5% to 7.0% as the economy stabilizes post-pandemic and grapples with global challenges.
Macroeconomic Outlook
Looking ahead, the Indian economy is expected to maintain a stable trajectory, driven by robust
domestic demand and a conducive policy environment. While global uncertainties persist,
efforts to curb inflationary pressures and maintain a favourable interest rate environment are
likely to provide additional support. Retail inflation has moderated, aligning within the Reserve
Bank of India’s target range, offering a boost to consumer confidence. With sustained urban
employment growth, higher EPF registrations, and buoyant tax collections, India is well-
positioned to sustain growth into 2024.
Industry Structure and Developments
Confectionery Industry Overview

India’s confectionery industry, valued at INR 35,950 crores in 2023, has witnessed substantial
growth driven by a surge in demand for candies, toffees, and chewing gum. With nearly 49 billion
units sold in 2023, the sector saw a 6.3% increase over previous years. Companies such as
Mondelez, Nestle, and Mars continue to dominate the chocolate segment, while regional players
account for approximately 35% of the market, catering to diverse consumer preferences. The
Company has positioned itself well within this sector, focusing on fortified candy solutions and
unique offerings that cater to both domestic and international markets.
Key Industry Trends

1. Increased Demand for Healthier Alternatives: Health-conscious consumers are
fuelling demand for organic and sugar-free confectionery products, including fortified
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Management Discussion and Analysis
options. The Company’s innovation in fortified vitaminized candy aligns with this trend,
positioning it favourably within both local and export markets.
2. E-commerce Expansion: Confectionery sales through digital platforms continue to grow,

allowing the Company to reach a broader consumer base and respond quickly to
emerging consumer trends.
3. Rising Middle-Class Spending: With increasing disposable incomes, consumers in

emerging economies like India are willing to spend more on indulgent and innovative
confectionery options. This trend supports growth in the Company’s product offerings
and expansion into new segments.
Emerging Trends
The market has seen notable shifts, with rising consumer interest in products with functional
health benefits, such as fortified candies with added vitamins and minerals. This trend aligns well
with the Company’s focus on producing fortified candies targeted at health-conscious
demographics, which the Company can capitalize on to strengthen its market position.
Additionally, confectionery products with premium positioning, such as organic chocolates and
healthier alternatives, are gaining traction as consumers seek new and diverse flavours alongside
health benefits.
Opportunities and Threats
Key Market Opportunities

The confectionery market is anticipated to grow as more consumers view confectionery products
as affordable luxury. The Company’s initiatives in fortified candy cater to niche segments such as
health-conscious consumers and specialty markets in countries facing nutritional challenges.
The MoU with the African Peace and Security Union to manufacture fortified candies for women
and children exemplifies the Company’s strategic expansion into emerging markets.
Market Challenges and Risks

Increased input costs, supply chain vulnerabilities, and fluctuating raw material prices remain
challenges for the confectionery industry. The Company is implementing measures to stabilize
costs, including strategic sourcing and product innovation, to mitigate these risks effectively.
Product Performance
During the fiscal year 2023-24, the Company recorded a turnover of INR 2,514.68 lakhs, down
from INR 3,710.66 lakhs in the previous year. The profit after tax was INR 23.16 lakhs, reflecting
a decrease from INR 34.70 lakhs in 2022-23. To bolster future growth, the Company has issued
1,000,000 convertible warrants at INR 60.50 per warrant, aimed at enhancing operational
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capacity and supporting expansion into new markets. The Company’s continued partnership with
Mondelez India Foods and a distribution agreement with Reliance Retail for a comprehensive
confectionery range underscore the demand for expanded production capacities.
Outlook
The Company is poised for steady growth, driven by the resilience of the Indian economy and
favourable market trends in the confectionery industry. With India’s GDP projected to remain
robust, the Company is well-positioned to leverage this economic momentum. Rising consumer
demand for healthier alternatives, such as fortified and organic candies, aligns with the
Company’s innovation strategy, targeting both domestic and international markets. The
expansion of e-commerce also presents an avenue to broaden its consumer base and stay
responsive to market trends. Through partnerships and new product lines, the Company is
committed to capitalizing on these growth opportunities, underpinned by operational
improvements and strategic investments.
Risks and Concerns
Despite promising growth, the Company faces notable risks that could impact its financial
stability and operational efficiency. Fluctuating raw material costs and supply chain
vulnerabilities present challenges, potentially affecting production costs and profit margins.
Additionally, slower receivables and inventory turnover could strain liquidity, necessitating
tighter credit policies and enhanced inventory management. Rising operational expenses,
combined with a slight dip in profitability, underscore the need for rigorous cost control and
revenue optimization to safeguard profitability. Addressing these risks proactively will be crucial
for the Company to maintain investor confidence and achieve sustainable growth.
Internal Control System and their Adequacy
The Company’s internal controls remain robust and adequately aligned with its operational
needs. The Company maintains a comprehensive internal audit framework, reviewed
periodically to ensure accuracy and timeliness in financial reporting and operational efficiency.
The Audit Committee regularly evaluates these controls to maintain integrity and operational
security.
Discussion on Financial Performance
During the financial year ending 31 March 2024, the Company demonstrated a stable operational
performance, supported by effective asset management and improved working capital
efficiency. Total non-current assets saw a modest increase, with investments in PPE rising by
2.61% in 2024, reflecting a strategic emphasis on enhancing operational capacity.
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The Company’s liquidity and solvency ratios also indicate prudent financial management. The
current ratio improved to 1.31 (from 1.08 in 2023) due to enhanced working capital management,
ensuring adequate liquidity for operational needs. Furthermore, the debt-equity ratio reduced to
0.81 from 1.96, attributed to an increase in equity share capital, strengthening the Company’s
capital structure. Additionally, operational efficiencies were reflected in the inventory turnover
ratio, which increased slightly due to revenue growth, indicating effective inventory management
aligning with demand. The Company’s return on equity (ROE) ratio reflects a minor decline,
suggesting an area for focus in future financial strategy.
Overall, the Company has maintained a stable operational base with key improvements in
liquidity and capital structure, positioning it for sustainable growth.
Material Developments in Human Resources and Industrial Relations
The Company emphasizes continuous development initiatives to enhance employee morale and
foster a collaborative work environment. Industrial relations have remained positive throughout
the year, with no major disruptions reported. The Company is committed to fostering an
environment that supports career growth and organizational excellence, preparing employees to
contribute effectively toward the Company’s ambitious growth plans.
The Company’s focus on strengthening its supply chain, expanding product lines, and forging
strategic partnerships has positioned it to meet demand both domestically and internationally,
where collaborations like the African Peace and Security Union partnership are paving the way
for market expansion. The Board believes that the insights provided in this report will give
stakeholders a comprehensive understanding of the Company’s business environment and
strategic direction, guiding our efforts to achieve sustainable growth and value creation.
Key Financial Ratios
In the financial year under review, the Company has experienced both positive developments
and challenges that have impacted its overall performance. While there have been notable
improvements in operational efficiency, some areas of concern have surfaced, particularly with
regard to liquidity and profitability. The Company has made strides in optimizing its operational
processes, yet it faces pressures from slower receivables and inventory turnover.
Additionally, profitability has been affected by rising operational costs, highlighting the need for
ongoing focus on cost management and revenue optimization. The section below provides an
overview of the key financial metrics, their implications, and the strategies being adopted to
address the challenges and capitalize on opportunities for sustainable growth in the coming year.
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Sl. No. Particulars of Financial Ratios 2023-24 2022-23 Change (%)
1. Debtors Turnover Ratio (days) 27 20 35.00%
2. Inventory Turnover Ratio (days) 30 19 57.89%
3. Interest Coverage Ratio (times) 1.25 1.28 (2.34%)
4. Current Ratio (times) 1.31 1.46 (10.27%)
5. Debt-Equity Ratio (times) 2.49 2.51 (0.80%)
6. Operating Profit Margin (%) 9.58% 6.21% 54.20%
7. Net Profit Margin (%) 0.92 0.94 (2.13%)
The Company’s financial performance reveals notable shifts in efficiency, liquidity, and
profitability. Improved operational efficiency suggests effective cost management and growth in
revenue, though there are emerging concerns about cash flow due to slower collections. This
calls for a reassessment of credit policies to maintain liquidity. Additionally, slower inventory
movement may indicate overstocking or demand changes, signalling a need for better inventory
management to avoid holding costs. A decline in profitability per share, likely from rising
expenses or lower net income, could impact investor confidence, while reduced returns on
shareholder equity point to the importance of maximizing operational efficiency. Strategic focus
on expense control, cash flow, and efficient resource utilization will be critical in sustaining
growth and enhancing investor trust.
Return on Net Worth Analysis: Enhancing Operational Efficiency Amidst Challenges

In the 2023-24 financial year, the Return on Net Worth for the food and confectionery company
experienced a decline compared to the previous year. While this indicates some challenges,
such as managing interest obligations and liquidity, the company has shown resilience in
maintaining steady profitability margins amidst these pressures. Notably, operating profit
margins improved, suggesting that the company has become more efficient in core operations,
which could help strengthen returns in the long term. This focus on operational efficiency
positions the company well to enhance shareholder returns in future periods.
Future View
Looking ahead, the Company faces both opportunities and challenges. The improvements in
operational efficiency suggest a solid foundation for long-term profitability, provided these gains
are maintained. However, there are emerging concerns about liquidity and working capital, as
slower collections and inventory movement could strain cash flow. Strengthening collection
policies and optimizing inventory management will be crucial to mitigate these risks and reduce
holding costs. Additionally, the decline in profitability highlights the need to manage expenses
more effectively and improve net profitability, especially in the face of potentially slower revenue
growth. By focusing on cost control and operational improvements, the Company can enhance
its financial resilience and, with the right adjustments, bolster investor confidence.
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Cautionary Statement
This report contains forward-looking statements based on current assumptions and

expectations regarding future events and trends, which may impact the Company’s operations
and financial performance. These statements involve inherent risks and uncertainties, including
economic conditions, market dynamics, and regulatory changes, which could cause actual
outcomes to differ materially. The Company undertakes no obligation to revise or update these
statements, and investors are advised to exercise caution and rely on their own assessment of
the Company’s prospects.
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Disclosures of Remuneration to Directors and KMP
REMUNERATION DISCLOSURES
Remuneration details of Directors and Key Managerial Personnel

[Pursuant to Section 197(12) of the Companies Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Sl. %age MRE

Name of the Director / KMP DIN Designation
No. Change Ratio
1. Brahma Gurbani 00318180 Managing Director 150.00% 24.43
2. Vishal Ratan Gurbani 07738685 Whole-Time Director 50.00% 7.12
3. Banala Jaya Prakash Reddy 00407438 Independent Director N.A. N.A.
4. Umra Singh Sirohi 02622284 Independent Director N.A. N.A.
5. Vimal Suresh 08361739 Independent Director N.A. N.A.
6. Vamshi Srinivas Vempati N.A. Chief Financial Officer 45.00% 6.64
7. Krishnama Nupur N.A. Company Secretary Ref.Note 1.13
Notes:
1. Here, MRE implies ‘Median Remuneration of Employees’, and this computation excludes
the remuneration for directors and key managerial personnel.
2. The MRE for the financial year 2023-24 was INR 2,45,645 (Indian Rupees two lakh forty-
five thousand six hundred forty-five).
3. Krishnama Nupur joined the Company on 2 May 2023, therefore the change in
remuneration for the financial year 2023-24 with respect to the financial year 2022-23
are unavailable.
4. Independent Directors are only entitled to sitting fees and they are not entitled to any
fixed or variable remuneration.
5. The remuneration details in the aforesaid table are on an accrual basis of accounting and
not cash basis.
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Form MR-3
Secretarial Audit Report
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To
The Members
Plot No. 133, Industrial Estate,
Medchal – 501401, TG
We have conducted the secretarial audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by Sampre Nutritions Limited (“the Company”).
The Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed
and other records maintained by the Company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of secretarial
audit, I hereby report that in my opinion, the Company has, during the audit period covering the
financial year ended on 31 March 2024 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place
to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31 March 2024 according to the
provisions of:
1. The Companies Act, 2013 (“the Act”) and the Rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the Rules made there
under;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
4. The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (“SEBI Act”):
a. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (“ICDR Regulations”).
b. The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011 (“SAST Regulations”);
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c. The Securities and Exchange Board of India (Listing Obligations and Disclosure
requirements) Regulations, 2015 (“LODR Regulations”).
d. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 (“PIT Regulations”).
e. The Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014. Not Applicable
f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008; Not Applicable
g. The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing
with client;
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations,

1998; Not Applicable; and
i. The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009; Not Applicable
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above to the extent applicable to the
Company subject to the following observations:
Following delay / deficiencies are being reported in compliance with the LODR Regulations and
the Act:
The Company has not submitted SDD Compliance Certificate for the financial year 2023-24.
5. We further report that, after considering the compliance system prevailing in the
Company, and after carrying out test checks of the relevant records and documents
maintained by the Company, it has complied with the following laws that are applicable
specifically to the Company:
a. The Income-tax Act, 1961

b. Central Goods and Services Tax Act, 2017
c. Employees’ Provident Funds & Miscellaneous Provisions Act, 1952
d. Employees’ State Insurance Act, 1948
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e. The Factories Act, 1948
f. The Boilers Act, 1923
g. Food Safety and Standards Act, 2006
h. The Water (Prevention & Control of Pollution) Act, 1961
i. The Air (Prevention & Control of Pollution) Act, 1981
j. The Hazardous and other Wastes (Management and Transboundary Movement)
Rules, 2016
k. The Andhra Pradesh Commodities Dealers (Licensing & Distribution) Order, 1982
We have also examined compliance with the applicable clauses of the following:
Company has complied with all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) Secretarial Standards.
Management Responsibility
1. Maintenance of secretarial records, and to devise proper systems to ensure compliance

with the provisions of all applicable laws and regulations and to ensure that the systems
are adequate and operate effectively is the responsibility of Management. Our
responsibility as the Secretarial Auditor is to express an opinion on these secretarial
records, systems, standards and procedures based on our audit.
2. We have followed the audit practices and the processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records.
The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books
of Accounts of the Company.
4. Wherever required, we have obtained the Management Representation about the

compliance of laws, rules and regulation and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, Rules,
Regulations, standards is the responsibility of management. Our examination was
limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the
Company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the Company.
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7. We further report that the Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the
Act.
8. Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting. Majority decision is
carried through while the dissenting members’ views are captured and recorded as part
of the minutes.
9. We further report that there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
For Kashinath Sahu & Co.

Company Secretaries
Kashinath Sahu
Proprietor
(Membership No.: 4790)
(Certificate of Practice No.: 4807)
(Peer Review No.: 2957/2023)
UDIN: F004790F00186283

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INDEPENDENT AUDITOR’S REPORT
Report on the Audit of Standalone Financial Statements
To
The Members of
Opinion
We have audited the accompanying Financial Statements of Sampre Nutritions Limited (“the
Company”), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and
Loss, the Cash Flow Statement and the statement of Changes in Equity for the year then ended,
and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements, give the information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2024;
b) in the case of the Statement of Profit and Loss, for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Our responsibilities under those Standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act and the Rules there under, and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the standalone financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there were no such key audit matters to communicate in our report.
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Standalone Audit Report
Responsibility of Management for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Act with
respect to the preparation of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting
Standards (“Ind AS”) specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate
accounting records in accordance with the provision of the Act for safeguarding of the assets of
the Company and for preventing and detecting the frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of internal financial
control, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so. Those Board of
Directors are also responsible for overseeing the company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order” / “CARO”) issued by
the Central Government of India in terms of Section 143(11) of the Act, we given in the ‘Annexure
A’ statement on the matters specified in the paragraph 3 and 4 of the order, to the extent
applicable.
As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
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b. In our opinion proper books of account as required by law have been kept by the Company
so far as appears from our examination of those books.
c. the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with
by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors as on 31 March 2024,
taken on record by the Board of Directors, none of the directors is disqualified as on 31
March 2024, from being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate report
in ‘Annexure B’, and
g. With respect to the other matters included in the Auditor’s Report in accordance with the
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, to our best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position
in its standalone financial statements.
ii. The Company did not have any long-term contracts including derivatives contracts
for which there were any material foreseeable losses
iii. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief,
other than as disclosed in the Note to the Standalone Financial Statements, no funds
have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the company to or in any other
person(s) or entity(ies) including foreign entities (“Intermediaries” ), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been
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received by the Company from any person or entity, including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;
(c) Based on such audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii) of Rule
11(e), as provided in (a) and (b) above, contain any material misstatement.
v. Based on our examination, which included test checks, the company has used
accounting software for maintaining its books of account for the financial year ended
31 March 2024 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the
software.
Further, during the course of our audit we did not come across any instance of the
audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from 1 April 2023, reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as
per the statutory requirements for record retention is not applicable for the financial
year ended 31 March 2024.
vi. The company has not declared or paid any dividend during the year in contravention
of the provisions of Section 123 of the Act.
With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the
Act, as amended: In our opinion and to the best our information and according to the
explanations given to us, the remuneration paid by the Company to its director during the year
is in accordance with the provisions of Section 197 of the Act. The remuneration paid to
directors is not in excess of the limit laid down under Section 197 (16) which are required to
be commented upon by us.
UDIN: 24210777BKASIU9472 For R R K & Associates

Chartered Accountants
(Firm Registration No.: 09785S)
Date: 30 May 2024 R. Radha Krishna

Place: Hyderabad, TG Partner (Membership No.: 210777)
Page 64 of 140
Annexure ‘A’ To the Independent Auditor’s Report
(This is the Annexure referred to in our Report of even date)
To the best of our information and according to the explanations provided to us by the Company
and the books of account and records examined by us in the normal course of audit, we state
that:
i. In respect of the Company’s Property, Plant and Equipment and Intangible Assets:
(a) (A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment and relevant
details of right-of-use assets.
(B) The Company has maintained proper records showing full particulars of
intangible assets.
(b) The Company has a program of physical verification of Property, Plant and Equipment
and right-of-use assets so to cover all the assets once every three years which, in our
opinion, is reasonable having regard to the size of the Company and the nature of its assets.
Pursuant to the program, certain Property, Plant and Equipment were due for verification
during the year and were physically verified by the Management during the year. According
to the information and explanations given to us, no material discrepancies were noticed on
such verification.
(c) Based on our verification and according to the explanations provided to us by the
Company, we report that, the title in respect of free hold land as disclosed in the financial
statements included under Property, Plant and Equipment are held in the name of the
Company as at the balance sheet date.
(d) The Company has not revalued any of its Property, Plant and Equipment (including right-
of-use assets) and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the Company
as at 31 March 2024 for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
ii.
a. The physical verification of inventory (excluding stocks with third parties) has been
conducted at reasonable intervals by the Management during the year and, in our
opinion, the coverage and procedures of such verification by Management is
appropriate. In respect of inventories of stores and spares, the Management has
appropriate verification programme designed to cover all the items. The
Page 65 of 140
discrepancies noticed on physical verification of inventory as compared to book
records were not 10% or more in aggregate for each class of inventory.
b. The Company has been sanctioned working capital limits in excess of INR 5 Crore, in
aggregate, from banks on the basis of security of current assets, according to the
information and explanation given to us and on the basis of records examined by us,
the quarterly returns and statements comprising stock and creditors statements,
book debts and other stipulated financial information filed by the company with banks
are not having material differences with the unaudited books of account of the
Company for such respective quarters.
iii. The Company has not made any investments in, or not provided any guarantee or security
or granted any loans or advances in the nature of loans, secured or unsecured to
companies, firms, Limited Liability Partnerships, or to other parties, during the year, except
for unsecured trade advances in normal course of business and hence reporting under
Clause 3(iii) of the Order is not applicable.
iv. The Company has been complied with provisions of Section 185 and Section 186 of the Act
wherever applicable in respect of loans, investments, guarantees, and security.
v. The Company has not accepted any deposits from the public. Accordingly, the Paragraph
3(v) of the Order is not applicable to the Company.
vi. In our opinion, and according to the information and explanations given to us, the company
is not required to maintain cost records and accounts as provided under Section 148(1) of
the Act, accordingly, the Paragraph 3 (vi) of the Order is not applicable to the Company.
vii. In respect of statutory dues:
(a) According to the information and explanations given to us and based on records
provided to us, the Company has not been regular in depositing undisputed statutory dues,
including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income
Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and
other material statutory dues applicable to it with the appropriate authorities. There have
been significant delays in large number of cases in depositing statutory dues with
appropriate authorities.
Further according to the information and explanations given to us, except for below
mentioned, there were no undisputed amounts payable in respect of Goods and Service
tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty
of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in
Page 66 of 140
arrears as at 31 March 2024 for a period of more than six months from the date they became
payable.
Particulars INR (in Lakhs)

TDS and TCS 9.03
PF and Professional Tax 1.87
(b) According to the records of the Company and on the basis of the information and
explanations given to us, except for below mentioned, there are no dues in respect of VAT,
Service Tax, Duty of Excise, Income Tax, customs duty, wealth tax that have not been
deposited with the appropriate authorities on account of any dispute.
Nature of Dues Period to which the Forum Where the Amount in

Amount relates dispute is pending Lakhs (INR)
Central Excise Act, 1944 F.Y. 2010-11 DGCEI 86.24
viii. There were no transactions relating to previously unrecorded income that have been
surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961.
ix. (a) According to the information and explanation given to us, as also on the basis of the
books and records examined by us, the Company has not defaulted in repayment of dues
to financial institutions or banks or any lenders. The Company has not taken any loan or
borrowing from Government and has not issued any debentures during the year.
(b) The Company has not been declared wilful defaulter by any bank or financial institution
or government or any government authority.
(c) According to the information and explanation given to us and on the basis of the books
and records examined by us, the term loans taken during the year have been applied for the
purpose for which those were obtained.
(d) According to the information and explanation given to us and on an overall examination
of the financial statements of the Company, we report that funds raised on short term basis
have not been utilised for long term purposes.
(e) On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its associate companies.
Page 67 of 140
(f) According to the information and explanation given to us and as per our examination, the
Company has not raised any loans during the year on the pledge of securities held in its
subsidiaries or associate companies.
x. (a) The Company has not raised moneys by way of initial public offer or further public offer
(including debt instruments) during the year and hence reporting under Clause 3(x)(a) of
the Order is not applicable.
(b) According to the information and explanations given to us and as per our examination,
the Company has made preferential allotment of equity shares and convertible warrants
during the year. In our opinion and according to the information and explanations given to
us, the company has complied with the Section 42 of the Act in respect of preferential
allotment of shares.
xi. (a) No fraud by the Company and no material fraud on the Company has been noticed or
reported during the year.
(b) No report under Section 143(12) of the Companies Act has been filed in Form ADT-4 as
prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government, during the year and up to the date of this report.
(c) The Company has not received any whistle blower complaints during the year (and up
to the date of this report), and hence reporting under Clause 3(xi)(c) of the Order is not
applicable.
xii. The Company is not a Nidhi Company and hence reporting under Clause (xii) of the Order
is not applicable.
xiii. In our opinion, the Company is in compliance with Section 177 and Section 188 of the Act
with respect to applicable transactions with the related parties and the details of related
party transactions have been disclosed in the standalone financial statements as required
by the applicable accounting standards.
xiv. (a) According to the information and explanation given to us, and in our opinion the
company has an adequate internal audit system commensurate with the size and nature
of its business.
(b) We have considered the internal audit reports for the year, issued to the Company
during the year and till date, in determining the nature, timing and extent of our audit
procedures.
Page 68 of 140
xv. In our opinion during the year the Company has not entered into any non-cash transactions
with its Directors or persons connected with its directors and hence provisions of section
192 of the Companies Act, 2013 are not applicable to the Company.
xvi. (a) In our opinion, the Company is not required to be registered under Section 45-IA of the
Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the
Order is not applicable.
(b) In our opinion, there is no core investment company within the Group (as defined in the
Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting
under clause 3(xvi)(b) of the Order is not applicable.
xvii. The Company has not incurred any cash losses during the financial year covered by our
audit and the immediately preceding financial year, accordingly reporting under clause
3(xvii) of the Order is not applicable.
xviii. There has been no resignation of the statutory auditors of the Company during the year.
xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial
assets and payment of financial liabilities, other information accompanying the financial
statements and our knowledge of the Board of Directors and Management plans and based
on our examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material uncertainty exists as on the date of
the audit report indicating that Company is not capable of meeting its liabilities existing at
the date of balance sheet as and when they fall due within a period of one year from the
balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to the
date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.
xx. The Company is not required to make provision towards Corporate Social Responsibility
(CSR), accordingly, reporting under clause 3(xx) of the Order is not applicable for the year.


Place: Hyderabad, TG Partner
Page 69 of 140
Annexure - B to The Independent Auditor’s Report
Report on the Internal Financial Controls under Section 143(3)(c) of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial reporting of Sampre Nutritions
Limited (“the Company”) as of 31 March 2024 in conjunction with our audit of the Ind AS
Financial Statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (“ICAI”). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance
Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and
the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10)
of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the Ind AS Financial
Statements, whether due to fraud or error. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal
financial controls system over financial reporting.
Page 70 of 140
Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS
Financial Statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal financial control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation
of Ind AS Financial Statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the Ind AS Financial
Statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,
including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject
to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31 March 2024, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the ICAI.


Page 71 of 140
Balance Sheet as at 31 March 2024
(Rupees in Lakhs except per share data)
PARTICULARS Notes 31-Mar-24 31-Mar-23
I. ASSETS
1. Non-Current Assets
a) Property, Plant & Equipment 3 2,105.75 2,052.25
b) Capital work-in-progress 4 549.97 416.13
c) Financial assets
Investments in Subsidiaries & Others 5 3.32 1.00
Other Financials Assets 6 247.73 253.19
d) Other non-current assets - -
2,906.77 2,722.57
2. Current Assets
a) Inventories 7 758.47 704.04
b) Financial Assets
Trade Receivables 8 672.27 747.31
Cash and Cash Equivalents 9 10.76 12.59
Others Current Financial Assets 10 134.83 172.29
c) Other Current Assets - -
1,576.33 1,636.23
TOTAL ASSETS 4,483.10 4,358.80

II. EQUITY AND LIABILITIES
1. EQUITY
a) Equity Share Capital 11 727.00 687.00
b) Other Equity 12 1,527.71 1,428.75
Total Equity 2,254.71 2,115.75
2. LIABILITIES
Deferred tax liability (net) 13 60.95 47.66
Non-current liabilities
Financial Liabilities
Long term borrowings 14 948.92 1,074.06
1,009.87 1,121.72
Current liabilities
Short-term Borrowings 15 801.11 603.04
Trade payables 16 206.32 384.33
Other current liabilities 17 198.80 123.56
Short-term provisions 18 12.29 10.40
1,218.52 1,121.33
TOTAL EQUITY & LIABILITIES 4,483.10 4,358.80

Summary of significant accounting policies 1-2 - -
The accompanying notes referred above form an integral part of the financial statements.
As per our report of even date attached
For RRK & Associates For and on behalf of the Board of Directors
Chartered Accountants of Sampre Nutritions Limited
Firm Registration No.: 009785S
R. Radha Krishna Brahma Gurbani Vishal Ratan Gurbani

Partner Managing Director Director
Membership No. 210777 DIN: 00318180 DIN: 07738685
Date: 30 May 2024 Vamshi Srinivas Vempati Krishnama Nupur

Place: Hyderabad, TG Chief Financial Officer Company Secretary
Page 72 of 140
Statement of Profit and Loss for the year ended 31 March 2024
(All amounts are in Indian rupees except as otherwise stated) (Rupees in Lakhs except per share data)
REVENUE
Revenue from operations 19 2,514.68 3,710.66
Other income 20 11.81 7.24
2,526.49 3,717.90
EXPENSES
Cost of Materials Consumed 21 501.21 1,521.15
Manufacturing expenditure 22 1,155.78 1,341.42
Employee benefits expense 23 188.28 160.32
Other expenses 24 249.34 282.25
Depreciation 25 183.29 182.15
Finance costs 26 192.06 188.84
2,469.96 3,676.13
Profit before exceptional and extraordinary items and tax 56.53 41.77
Exceptional Items - -
Profit/ (loss) before tax 56.53 41.77
Tax expense - -
Current tax 12.29 10.39
Mat credit entitlement (12.29) (10.39)
Short /(Excess) Provision for Taxation - -
Deferred tax (credit)/charge 33 25.58 7.03
Total Tax Expenses 25.58 7.03
Profit/ (loss) for the period 30.95 34.74
Other Comprehensive Income - -
Total Comprehensive Income for the period 30.95 34.74
Earnings per equity share
Basic 0.43 0.61
Diluted 0.33 0.61
Weighted average no. of equity shares 69,34,658 57,29,863

Partner Managing Director Director

Page 73 of 140
Statement of Changes in Equity for the year ended 31 March 2024
(All amounts are in lakhs except as otherwise stated)
a) Equity Share Capital (Rupees in Lakhs except per share data )

Particulars No. of Shares Rs. In lakhs
Balance as at April, 01 2022 48,20,000 482.00
Changes in equity share capital during 2022-23 20,50,000 205.00
Balance as at March 31, 2023 68,70,000 687.00
Balance as at April 01, 2023 68,70,000 687.00
Changes in equity share capital during 2023-24 4,00,000 40.00
Balance as at March 31, 2024 72,70,000 727.00
b) Other Equity
OTHER EQUITY
Particulars Securities Retained Money received against

Total
premium Earnings share warrants
Balance as at April, 01 2022 37.00 590.05 - 627.05

Total Comprehensive Income for the Year - - - -
i) Additions during the year - - - -
ii) Utilisation during the year - - - -
iii) Profit / (Loss) for the year - 34.70 - 34.70
iv) Other Comprehensive Income - - - -
v) an other change 533.00 - 234.00 767.00
Balance as at March 31, 2023 570.00 624.75 234.00 1,428.75
Balance as at April 01, 2023 570.00 624.75 234.00 1,428.75
Total Comprehensive Income for the Year - - - -
i) Additions during the year - - - -
ii) Utilisation during the year - - - -
iii) Profit / (Loss) for the year - 30.96 - 30.96
iv) Other Comprehensive Income - - - -
v) an other change 104.00 - (36.00) 68.00
Balance as at March 31, 2024 674.00 655.72 198.00 1,527.72

Partner Managing Director Whole-Time Director

Page 74 of 140
Cash Flow Statement for the year ended 31 March 2024
(All amounts are in Indian rupees except as otherwise stated) (Rupees in Lakhs except per share data)
PARTICULARS 31-Mar-24 31-Mar-23
A. Cash flow from operating activities
Non-cash adjustment to reconcile profit before tax to net cash flows
Depreciation expense 183.29 182.15
Interest income accrued (0.60) (0.17)
Interest Expense 190.37 177.68
Operating profit before working capital changes 429.44 401.14
Movements in Working Capital :
(Increase)/ Decrease in inventories (54.43) 5.29
(Increase)/ Decrease in Financials Assets 109.10 (320.17)
(Increase)/ Decrease in other non-current assets - -
(Increase)/ Decrease in Other Current Non Financial Assets - -
Increase / (Decrease) in Trade payables (178.00) 2.99
Increase/ (decrease) in other current Financial Liabilities 75.25 24.36
Increase / (Decrease) in Other Non-Financial Liabilities - -
Cash generated / used in operations 381.36 113.61
Direct taxes (paid)/Refund (net) 21.68 (25.75)
Net cash generated/ (used) from operating activities (A) 403.04 87.86
B. Cash flow from investing activities
Proceeds of fixed assets including Capital work - in - progress (370.86) (440.59)
Proceeds from sale of fixed assets 0.36 8.80
Investments in subsidiary (2.32) -
Loans to subsdiary (23.21) -
Interest received 0.60 0.17
Net cash generated/ (used) in investing activities (B) (395.43) (431.62)
C. Cash flow from financing activities
Proceeds from equity 108.00 972.00
Proceeds from long term borrowings (Net of repayment) (125.13) (202.02)
Proceeds from short term borrowings 198.06 (244.20)
Interest expense paid (190.37) (177.68)
Net cash flow generated/ (used) in financing activities (C) (9.44) 348.10
Net increase/ (decrease) in cash and cash equivalents (A + B+ C) (1.83) 4.34
Cash and cash equivalents at the beginning of the year 12.59 8.25
Cash and cash equivalents at the end of the year 10.76 12.59
Components of cash and cash equivalents:
Cash on hand 6.76 8.33
Deposits with banks - 4.26
With banks - on current accounts 4.00 -
Cash and cash equivalents 10.76 12.59
- -
(All amounts are in Indian rupees except as otherwise stated)


Page 75 of 140
Notes to financial statements for the year ended 31 March 2024
1 Company Overview and Significant Accounting Policies:

a) Company Overview
Sampre Nutritions Ltd' (the company) is a public limited company incorporated under the provisions
of the Companies Act applicable in India. The Company’s shares are listed on Bombay Stock
Exchange. The Company is into the activity of manufacturing of Sugar Candies. The principal place of
business is situated at 133, TSIIC Industrial Estate, Medchal-500401, Medchal Malkajgiri Dist,
Telangana.
b) Basis of preparation of Financials Statements
The financial statements are separate financial statements prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules,
2015 (as amended from time to time). The Company prepared its financial statements in accordance
with accounting standards notified under the section 133 of the Companies Act 2013, read together
with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). The standalone financial
statements have been prepared on the historical cost basis, except for the following assets and
liabilities which have been measured at fair value
Certain financial assets and liabilities are measured at fair value (refer accounting policy regarding
financial instruments). The standalone financial statements are presented in INR (Rupees in Lakhs)
2A Significant Accounting Policies
a) Property, Plant and Equipment & Depreciation

i) Recognition and Measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and
impairment losses, if any. The cost of an item of property, plant and equipment comprises:
Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade
discounts and rebates.
Any costs directly attributable to bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management.
If significant part of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment.
Property, plant and equipment are derecognised from financial statement, either on disposal or when
no economic benefits are expected from its use or disposal. The gain or loss arising from disposal of
property, plant and equipment are determined by comparing the proceeds from disposal with the
carrying amount of property, plant and equipment recognised in the statement of profit and loss
account in the year of occurrence.
ii) Subsequent expenditure

Subsequent expenditure is capitalised only if its is probable that the future economic benefits
associated with the expenditure will flow to the company.
Page 76 of 140
iii) Depreciation
Depreciation amount for assets is the cost of an asset, or other amount substituted for cost, less its
estimated residual value.
Depreciation on assets has been provided on Straight line basis at the useful lives specified in the
Schedule II of the Companies Act, 2013. Depreciation on additions / deductions is calculated pro-rata
from / to the month of additions / deductions.
Assets costing less than INR 5,000/- are depreciated at 100% in the year of acquisition.
f) Revenue recognition
Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company
and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is
measured at the fair value of the consideration received or receivable, taking into account
contractually defined terms of payment.
Interest income: Interest income is accrued on a time basis, by reference to the principal outstanding
and at the effective interest rate applicable.
g) Inventories
Raw materials and stores, work-in-progress, traded and finished goods are stated at the lower of cost,
calculated on weighted average basis, and net realizable value. Cost of raw materials and stores
comprise of cost of purchase. Cost of work-in-progress and finished goods comprises direct
materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the
latter being allocated on the basis of normal operating capacity. Cost of inventories also include all
other cost incurred in bringing the inventories to their present location and condition. Costs of
purchased inventory are determined after deducting rebates and discounts. Net realizable value is the
estimated selling price in the ordinary course of business less the estimated costs of completion and
the estimated costs necessary to make the sale. Items held for use in the production of inventory are
not written below cost if the finished product in which these will be incorporated are expected to be
sold at or above cost.
h) Foreign Currencies
Functional currency: The functional currency of the Company is the Indian rupee.
Page 77 of 140
Transactions and translations: Foreign currency transactions are translated into the functional
currency using the exchange rates at the dates of the transactions. Foreign-currency-denominated
monetary assets and liabilities are translated into the relevant functional currency at exchange rates
in effect at the Balance Sheet date. The gains or losses resulting from such translations are included
in net profit in the Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities
denominated in a foreign currency and measured at fair value are translated at the exchange rate
prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary
liabilities denominated in a foreign currency and measured at historical cost are translated at the
exchange rate prevalent at the date of the transaction.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in
determining net profit for the period in which the transaction is settled. Revenue, expense and cash
flow items denominated in foreign currencies are translated into the relevant functional currencies
using the exchange rate in effect on the date of the transaction.
i) Income tax
Income tax expense comprises current tax expense and the net change in the deferred tax asset or
liability during the year. Current and deferred taxes are recognised in Statement of Profit and Loss,
except when they relate to items that are recognised in other comprehensive income or directly in
equity, in which case, the current and deferred tax are also recognised in other comprehensive
income or directly in equity, respectively.
Current tax: Current tax is measured at the amount of tax expected to be payable on the taxable
income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set
off the recognized amounts and there is an intention to settle the asset and the liability on a net basis.
Deferred tax: Deferred income tax is recognised using the Balance Sheet approach. Deferred income
tax assets and liabilities are recognised for deductible and taxable temporary differences arising
between the tax base of assets and liabilities and their carrying amount, except when the deferred
income tax arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and affects neither accounting nor taxable profit or loss at the time of the
transaction.
Deferred tax assets are recognised only to the extent it is probable that either future taxable profits or
reversal of deferred tax liabilities will be available, against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The
carrying amount of a deferred tax asset is reviewed at the end of each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred income tax asset to be utilised.
Page 78 of 140
Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting period and are expected to apply when
the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets and
liabilities are offset when there is a legally enforceable right to set current tax assets and liabilities and
when the deferred tax balances relate to the same taxation authority.
j) Impairment of Assets
Non Financial Assets :The carrying value of assets / cash generating units at each balance sheet date
are reviewed for impairment if any indication of impairment exists.
If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is
recognised for such excess amount. The impairment loss is recognised as an expense in the
Statement of Profit and Loss, unless the asset is carried at revalued amount, in which case any
impairment loss of the revalued asset is treated as a revaluation decrease to the extent a revaluation
reserve for that asset.
When there is indication that an impairment loss recognised for an asset (other than a revalued asset)
in earlier accounting periods which no longer exists or may have decreased, such reversal of
impairment loss is recognised in the Statement of Profit and Loss, to the extent the amount was
previously charged to the Statement of Profit and Loss. In case of revalued assets, such reversal is not
recognised.
Financial assets: The Company assesses on a forward-looking basis the expected credit losses
associated with its financial assets. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. For trade receivables only, the Company applies the
simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
k) Provisions and Contingent Liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the best estimate of the expenditure required to settle the present
obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions are discounted to reflect its present
value using a current pre-tax rate that reflects the current market assessments of the time value of
money and the risks specific to the obligation. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
Page 79 of 140
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Company or a present obligation that
arises from past events where it is either not probable that an outflow of resources will be required to
settle the obligation or a reliable estimate of the amount cannot be made.
Contingent assets are not recognised in the Financial Statements.
l) Non-derivative financial instruments

Financial assets and liabilities are recognised when the Company becomes a party to the contractual
provisions of the instrument. Financial assets and liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value measured on initial recognition of financial asset or
financial liability.
(a) Financial assets

Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and
cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value.
Trade Receivables and Loans: Trade receivables are initially recognised at fair value. Subsequently,
these assets are held at amortised cost, using the effective interest rate (EIR) method net of any
expected credit losses. The EIR is the rate that discounts estimated future cash income through the
expected life of financial instrument.
Debt Instruments: Debt instruments are initially measured at amortised cost, fair value through other
comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVTPL’) till derecognition on the
basis of (i) the entity’s business model for managing the financial assets and (ii) the contractual cash
flow characteristics of the financial asset.
Equity Instruments: All investments in equity instruments classified under financial assets are
initially measured at fair value, the Company may, on initial recognition, irrevocably elect to measure
the same either at FVOCI or FVTPL. The Company makes such election on an instrument-by-
instrument basis.
(b) Financial assets– Subsequent measurement
Page 80 of 140
Financial assets at amortised cost: Financial assets are subsequently measured at amortised cost if
these financial assets are held within a business whose objective is to hold these assets in order to
collect contractual cash flows and the contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at fair value through other comprehensive income (FVTOCI): Financial assets are
measured at fair value through other comprehensive income if these financial assets are held within a
business whose objective is achieved by both collecting contractual cash flows that give rise on
specified dates to solely payments of principal and interest on the principal amount outstanding and
by selling financial assets.
Financial assets at fair value through profit or loss (FVTPL): Financial assets are measured at fair
value through profit or loss unless it is measured at amortised cost or at fair value through other
comprehensive income on initial recognition. The transaction costs directly attributable to the
acquisition of financial assets and liabilities at fair value through profit or loss are immediately
recognised in profit or loss.
(c) Financial liabilities

Loans and borrowings: After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost on accrual basis.
Financial guarantee contracts: Financial guarantee contracts issued by the Company are those
contracts that require a payment to be made to reimburse the holder for a loss it incurs because the
specified debtor fails to make a payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for
transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the
liability is measured at the higher of the amount of loss allowance determined as per impairment
requirements of Ind AS 109 and the amount recognized less cumulative amortization.
(d) Financial liabilities - Subsequent measurement

Financial liabilities are measured at amortised cost using the effective interest method. For trade and
other payables maturing within one year from the balance sheet date, carrying amounts approximate
the fair value due to the short maturity of these instruments.
(e) Derecognition
The Company de-recognizes a financial assets when the contractual rights to the cash flows from the
financial asset expires or it transfers the financial assets and the transfer qualifies for dercognition
under Indian Accounting Standard 109 “Financial Instruments”. A financial liability (or a part of
financial liability) is de-recognised from the Company’s balance sheet when the obligation specified in
the contract is discharged or cancelled or expires.
Page 81 of 140
(f) Offsetting of financial instruments

Financial assets and financial liabilities are offsetted and the net amount is reported in financial
statements if there is a currently enforceable legal right to offset the recognised amounts and there is
an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
m) Earnings Per Share

Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the
Company by the weighted average number of Ordinary shares outstanding during the year. Diluted
EPS is computed by adjusting the profit or loss attributable to the ordinary equity shareholders and the
weighted average number of ordinary equity shares, for the effects of all dilutive potential Ordinary
shares.
2B Critical accounting judgments and key sources of estimation uncertainty

a The preparation of the financial statements in conformity with the Ind AS requires management to
make judgements, estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities and disclosures as at date of the financial statements and
the reported amounts of the revenues and expenses for the years presented. The estimates and
associated assumptions are based on historical experience and other factors that are considered to
be relevant. Although these estimates are based upon management’s best knowledge of current
events, actual results may differ from these estimates under different assumptions and conditions.
b The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.
c Critical Judgements In the process of applying the Company’s accounting policies, management has
made the following judgements, which have the most significant effect on the amounts recognized in
the financial statements:
d Key sources of estimation uncertainty : The key assumptions concerning the future, and other key
sources of estimation uncertainty at the end of the reporting period, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below:
Page 82 of 140
e Key sources of estimation uncertainty : The key assumptions concerning the future, and other key
sources of estimation uncertainty at the end of the reporting period, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below:
f Income taxes: The Company’s tax jurisdiction is India. Significant judgments are involved in
determining the provision for income taxes, including amount expected to be paid / recovered for
uncertain tax positions.
g Operating Cycle and Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current
classification in accordance with Part-I of Division- II of Schedule III of the Companies Act, 2013.
An asset is treated as current when (a) It is expected to be realised or intended to be sold or
consumed in normal operating cycle; (b) It is held primarily for the purpose of trading; or (c) It is
expected to be realised within twelve months after the reporting period, or (d) The asset is cash or
cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period. All other assets are classified as non-current.
A liability is current when (a) It is expected to be settled in normal operating cycle; or (b) It is held
primarily for the purpose of trading; or (c) It is due to be settled within twelve months after the
reporting period, or (d) There is no unconditional right to defer the settlement of the liability for at least
twelve months after the reporting period. Terms of a liability that could, at the option of the
counterparty, results in its settlement by the issue of equity instruments do not affect its
classification. The Company classifies all other liabilities as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realization in
cash and cash equivalents. The Company has identified twelve months as its normal operating cycle.
3 Recent Accounting Pronouncements:

The Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing
standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On
March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015, by issuing
the companies(Indian Accounting Standards) Amendment
Rules,2023, applicable from April 1, 2023, as below:
a Ind AS 1 – Presentation of Financial Statements
The amendments require companies to disclose their material accounting policies rather than their
significant accounting policies. Accounting policy information, together with other information, is
material when it can reasonably be expected to influence decisions of primary
users of general purpose financial statements. The Group does not expect this amendment to have
any significant impact in its financial statements.
b Ind AS 12 – Income Taxes
Page 83 of 140
The amendments clarify how companies account for deferred tax on transactions such as leases and
decommissioning obligations. The amendments narrowed the scope of the recognition exemption in
paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions
that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group
has evaluated and the amendment and there is no impact on its financial statements.
c Ind AS 8 – Accounting Policies, Changes in Accounting

Estimates and Errors
The amendments will help entities to distinguish between accounting policies and accounting
estimates. The definition of a change in accounting estimates has been replaced with a definition of
accounting estimates. Under the new definition, accounting estimates are “monetary amounts in
financial statements that are subject to measurement uncertainty”. Entities develop accounting
estimates if accounting policies require items in financial statements to be measured in a way that
involves measurement uncertainty.
4 Rounding of Amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest
lakhs as per the requirement of Schedule III of the Companies Act, 2013 unless otherwise stated.
Page 84 of 140
Notes to financial statements
(Rupees in Lakhs except per share data )
5 Non-Current Investments
31-Mar-24 31-Mar-23
Investment in equity instruments in other companies
Unquoted, Fully Paidup equity
1000 equity share of Rs.100 each of Cosmos Co-Op Bank Ltd 1.00 1.00
Investments carried at cost in wholly owned subsidiary companies

Unquoted, Fully Paidup equity
10000 equity shares of ( March, 2023: Nil) AED 10 each representing 100 % of share capital of 2.32 -
M/s Sampre Nutritions FZCO, Dubai.
3.32 1.00
10 Other Non-current Financial Assets

31-Mar-24 31-Mar-23
Security deposits
Unsecured, considered good 69.78 58.82
Other loans and advances
Deferred Borrowing cost 87.47 14.20

Loans to subsidiaries 23.21 -
Advances to Suppliers 67.27 180.17
247.73 253.19
7 Inventories (valued at lower of cost and net realisable value)

31-Mar-24 31-Mar-23
Raw Materials 462.27 409.85
Packing Materials 296.21 294.19
758.47 704.04
8 Trade receivables
31-Mar-24 31-Mar-23
- Unsecured, considered good
Trade Receivables 155.19 385.30

Recivables from related parties (Refer Note 38 ) 517.08 362.01
Trade Receivables which have significant credit risk - -
672.27 747.31
Trade receivables Ageing for trade receivables as at March 31, 2023
Outstanding for following periods from due date of payment
< 6 Months 6 Months to 1 Year 1 to 2 Years 2 to 3 Years > 3 Years Total
Undisputed Trade receivables 155.19 517.08 - - - 672.27

Undisputed Trade Receivables - - - - - -
Disputed Trade Receivables - - - - - -
Total 155.19 517.08 - - - 672.27

Undisputed Trade receivables 427.27 320.03 - - - 747.30

Total 427.27 320.03 - - - 747.30
9 Cash and Cash Equivalents

31-Mar-24 31-Mar-23
Cash and Cash equivalents
Balance with banks
- On current accounts 4.00 -
Margin money deposit - 2.26
Other deposits - 2.00
Cheques/Drafts on hand - -
10.76 12.59
Page 85 of 140
10 Other Current Financial Assets
31-Mar-24 31-Mar-23
Security deposits
Unsecured, considered good - -

Advances to employees 89.55 40.68
Balance with Revenue authoritis 45.28 131.61
Advances to Suppliers - -
134.83 172.29
11 Share Capital
31-Mar-24 31-Mar-23
Authorised Shares
1,80,00,000 (March 31, 2023: 18,00,00,000) equity shares of Rs. 10 each 1,800.00 1,800.00
- -
Issued and subscribed shares - -
68,70,000 (March 31, 2023: 68,70,000) equity shares of Rs. 10 each 727.00 687.00
727.00 687.00
a) Reconciliation of the equity shares outstanding at the beginning and at the end of the year
31-Mar-24 31-Mar-23
No. of shares in Amount No. of shares in Amount
Lacs Lacs
At the beginning of the year 68.70 687.00 48.20 482.00
change during the year 4.00 40.00 20.50 205.00
Outstanding at the end of the year 72.70 727.00 68.70 687.00
b) Terms/right attached to equity shares

The Company has issued only one class of equity shares having par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote
per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting,
except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by
the shareholders.
c) Details of shareholders holding more than 5% shares in the Company

Name of the shareholder 31-Mar-24 31-Mar-23
No. of shares in Lacs % shares No. of shares in % shares
Lacs
Brahma K Gurbani 8.87 12.21 8.87 12.92%
Saritha. B. Gurbani 7.62 10.48 7.62 11.09%
Meera B. Gurbani 5.31 7.30 5.31 7.73%
As per the records of the Company, including its register of shareholders/members, the above shareholding represents legal and beneficial
ownership.
e) Disclosure of Shareholding of Promoters

Shareholding of promoters as at March 31, 2024
Sl.No. Promoter Name Number of % of total shares % Change during
Shares the year
Brahma K Gurbani 8.87 12.21% 0.00%
Sarita B Gurbani 7.62 10.48% 0.00%
Meera B Gurbani 5.31 7.30% 0.00%
Saraswati Gurbani 2.22 3.05% 0.00%
Deepa Gurbani 1.42 1.95% 0.00%
Total 25.44

Promoter Name Number of % of total shares % Change during
Shares the year
Total 25.44
Page 86 of 140
12 Other Equity
31-Mar-24 31-Mar-23
Securities premium account 674.00 570.00
Surplus in the statement of profit and loss

Balance as per last financial statements 624.75 590.05
Profit / (loss) for the period/year 30.96 34.70
Net surplus/(deficit) in the statement of profit and loss 655.71 624.75
Money received against share warrants 198.00 234.00
1,527.71 1,428.75
13 Deferred Tax Liability (Net)

31-Mar-24 31-Mar-23
Deferred Tax Liability, Net 98.95 73.37

Deferred Tax Asset, Net - -
- -
Mat Credit Entitlement (Net) (38.00) (25.71)
60.95 47.66
14 Long-term borrowings
31-Mar-24 31-Mar-23
Secured Loans
Term Loans (Refer Note No.28)
- Term loans From Banks 605.67 753.96
- Vehicle Loans From Banks - 4.27
- Other Vehicle Loan from financial institutions 63.19 52.91
Less: Current Maturites of long term borrowings [Included in Note No.15] 172.03 149.44
496.83 661.70
Unsecured Loans
Loans from Directors and relatives 452.09 412.36
948.92 1,074.06
- There has no defualt in repayment of loan and interest as at Balance Sheet date.
Other Vehicle loans were obtained from ‘Daimler Financial Services India Private Ltd ‘ & Toyota Financial Services, under hire purchase schemes,
secured by hypothecation of vehicles owned by the company.
15 Short term borrowings

31-Mar-24 31-Mar-23
The South Indian Bank Bill Discounting - -
The South Indian Bank Cash Credit 629.08 453.60
Current maturities of Long term borrowings 172.03 149.44
801.11 603.04
Notes:
a. Working capital limits are availed from The south Indian Bank and Axis Bank and are secured by Hypothecation of entire Current Assets of the
Company and equitable mortgage of Company land at effective interest rate of 10.75 % pa and repayable on demand.
b. There has no defualt in repayment of loan and interest as at Balalance Sheet.
16 Trade payables
31-Mar-24 31-Mar-23
a. Trade Creditors. 135.53 284.93
b. Creditor for Expenses 13.42 99.40
c. Creditors for Capital Goods 57.37 -
206.32 384.33
Trade Payables ageing schedule as at March 31, 2024

< 1 Year 1 to 2 Years 2 to 3 Years > 3 Years Total
MSME - - - - -
Others 206.32 - - - 206.32
Disputed dues – MSME - - - - -
Disputed dues - Others - - - - -
206.32 - - - 206.32
Page 87 of 140
MSME - - - - -
Others 384.32 - - - 384.32
384.32 - - - 384.32
Note:
Details of dues to micro and small enterprises as defined under the MSMED ACT, 2006
Based on information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under “The
Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2022.
17 Other current liabilities

31-Mar-24 31-Mar-23
Advances from customers 8.88 21.00

Dues to employees 65.44 10.85
Other statutory liabilities 115.56 64.91
Provision for gratuity - -
Provision for expenses 8.92 26.79
198.80 123.56
18 Short term provisions

31-Mar-24 31-Mar-23
Provision for income tax 12.29 10.40
12.29 10.40
19 Revenue from operations

31-Mar-24 31-Mar-23
Sales 2,460.96 3,710.66
Export Sales 53.71 -
2,514.67 3,710.66
20 Other income
31-Mar-24 31-Mar-23
Interest Income 2.28 0.17
Interest on income tax refund 1.47 -
Liabilities no longer payable, written back 7.00 -
Other non operating income 1.07 7.07
11.82 7.24
21 Cost of Materials Consumed

31-Mar-24 31-Mar-23
Opening Stock 704.04 709.33
Add: Purchases 555.64 1,515.86
Less: Closing stock 758.47 704.04
501.21 1,521.15
22 Manufacturing expenditure
31-Mar-24 31-Mar-23
Fuel & Power consumption 394.16 307.61
Factory salaries and Wages 321.87 441.81
Factory Expenses 381.70 448.21
Transport & Hamali Charges 28.05 83.28
Repairs & Maintenance 30.00 60.51
Packing Expenses - -
1,155.78 1,341.42
Page 88 of 140
23 Employee benefits expense

31-Mar-24 31-Mar-23
Salaries, bonus and allowances 86.66 82.22
Staff Welfare Expenses 27.12 42.54
Directors Remurneration 74.50 35.56
188.28 160.32
24 Other expenses
31-Mar-24 31-Mar-23
Advertisement Expenses - 0.49
AGM Expenses 0.35 0.80
Building Maintenance - 4.16
Business Promotion Expenses 3.47 5.17
Computer Maintenance 0.41 0.87
Communication Expenses 1.00 1.02
Donations - -
General Expenses 21.26 19.96
Issure Fees 3.79
Insurance 14.11 13.28
Key Man Insurance Exp 16.98 20.08
Legal and professional 3.74 18.74
Loss on sale of Asset - -
Membership and Subscription Fee - -
Office Expenses 3.27 13.20
Payments to auditors 5.00 5.00
Printing and stationery 5.77 6.91
Rates and taxes 24.30 24.92
Rental Charges 96.00 73.50
Repairs and maintenance - -
Security Services 23.67 23.17
Sitting Fee 2.05 2.05
Telephone Expenses 3.54 3.76
Travelling and conveyance 17.00 34.63
Vehicle Maintainence 3.63 10.54
Membership Fee (Non GST) - -
249.34 282.25
25 Depreciation
31-Mar-24 31-Mar-23
Depreciation on property, plant and equipments 183.29 182.15
183.29 182.15
26 Finance costs
31-Mar-24 31-Mar-23
Interest on Term Loans 87.66 89.37
Interest on Working Capital loans 97.03 82.27
Interest on Vehicle Loans 5.68 6.04
Interest on Statutory Payments - -
Bank charges 1.69 11.16
192.06 188.84
Page 89 of 140
3 Property Plant and Equipment (Rupees in Lakhs )
Freehold Land Misc Fixed Electrical Factory Plant and Office Office Equipment Computer Furniture and Vehicles Total fixed
Assets Equipment Buildings machinery Buidlings equipment fixtures assets
Gross Carrying Amount

As at March 31, 2022 21.24 6.39 250.57 925.25 2,068.47 130.93 52.17 9.26 151.96 335.66 3,951.89
Additions - - 14.28 9.09 - - - 1.09 - - 24.46
Deletions - - - - - - - - - (15.72) (15.72)
As at March 31, 2023 21.24 6.39 264.85 934.34 2,068.47 130.93 52.17 10.35 151.96 319.94 3,960.63
Additions - - 1.76 21.93 177.51 - 0.10 0.95 0.12 34.66 237.03
Deletions - - - - - - - - - (0.44) (0.44)

As at March 31, 2024 21.24 6.39 266.61 956.27 2,245.98 130.93 52.27 11.30 152.08 354.16 4,197.22
Accumulated Depreciation
As at March 31, 2022 - 6.30 182.67 398.95 751.70 18.96 41.79 6.30 99.61 227.16 1,733.44
Adjustment to opening -
Reserve
Charge for the year - - 10.91 38.61 98.99 2.38 1.82 1.58 10.46 17.39 182.11
Deletions - - - - - - - - - (7.17) (7.17)
As at March 31, 2023 - 6.30 193.58 437.56 850.69 21.34 43.61 7.88 110.07 237.38 1,908.38
Adjustment to opening -
Reserve
Charge for the period - - 11.11 38.97 99.26 2.39 1.61 1.73 10.35 17.87 183.26
Deletions - - - - - - - - - (0.23) (0.23)
As at March 31, 2024 - 6.30 204.69 476.53 949.95 23.73 45.22 9.61 120.42 255.02 2,091.41
Net Carrying Amount

As at March 31, 2022 21.24 0.09 67.90 526.30 1,316.77 111.97 10.38 2.96 52.35 108.50 2,218.45
As at March 31, 2023 21.24 0.09 71.27 496.78 1,217.78 109.59 8.56 2.47 41.89 82.56 2,052.25
As at March 31, 2024 21.24 0.09 61.92 479.74 1,296.03 107.20 7.05 1.69 31.66 99.14 2,105.81
4 Capital work - in - progress
As at March 31, 2023 416.13

As at March 31, 2024 549.97
Page 90 of 140
27. Contingent liabilities not provided for in respect of
The company was in receipt of demand order in respect of Central Excise for FY 2010-11,
against the said order, the company has filed an appeal before the appellate authorities
in respective forums. The Company is expecting a favorable result from the appellate
authority.
28. Secured Loans (Refer Note No.14)

a. Term loans from Banks:
The term loans from banks were availed for acquisition of Plant & Machinery,
constructions of factory building from ‘The South Indian Bank Ltd’. During the year.
INR in Rate of
Particulars Repayment terms
Lakhs Interest
Term loans – 368.35 12.75% Repayable in range of 58 months to
Machinery & 111 months including moratorium
Factory Building period of 14 months.
Working Capital 92.57 12.75% Repayable in 79 months including
Term Loan- moratorium period of 14 months.
(WCTL-1)
Funded interest 144.76 13.25% Repayable in 78 months including
term loan moratorium period of 18 months.
(FITL 1, 2 &3)
The above stated terms loans were secured by equitable mortgage of Industrial
Property of land & building situated in plot no.133, Industrial estates, Medchal of the
Company, further secured by collateral assets in the form of immovable properties
belonging to the Promoter Directors and their relatives. It is further secured by
personal guarantees of the directors and their relatives.
b. Vehicle Loans from Banks : NIL
c. Other Vehicle Loan

Other vehicle loans were obtained from Mercedes-Benz Financial Services India Pvt Ltd,
Mahindra & Mahindra Financial Services Ltd, Kotak Mahindra Prime Ltd and Sundaram
Finance Ltd under hire purchase schemes, secured by hypothecation of vehicles owned
by the Company.
29. Dues to Micro and Small Enterprises

As per the information available with the company, it appears that no dues outstanding
for more than 30 days in excess of INR 1.00 Lakh as on 31 March 2024 in respect of Small
Page 91 of 140
Notes to Standalone Financial Statements
Scale Industrial Undertakings. It is reported that there are no specific claims on the
company from the small scale industrial supplier under the “Interest on Delayed
Payments to small Scale and Ancillary Industrial Undertaking Act, 1993” during the said
year.
30. Payment to Auditors

Particulars 31 March 2024 31 March 2023
Audit Fee 4.50 4.50
Tax Audit Matters 0.30 0.30
Certification & Other Services 0.20 0.20
Total 5.00 5.00
31. There are no debts outstanding as on 31 March 2024 from Directors or other officers
of the company other than imprest cash in order to meet running expenses.
32. Segment Reporting

a) Business Segment
The company’s business consists of one primary reportable business segment of
manufacturing of sugar boiled candies & toffees and consists of major revenue on
account of processing charges; hence no separate disclosure is required in the
context of Indian Accounting Standard 108 “Operating Segment”.
b) Geographical Segment:
During the period under report, the Company has engaged in its business primarily
within India with two manufacturing facilities including of leasehold unit. The
conditions prevailing in India being uniform, no separate geographical disclosure is
considered necessary.
33. Deferred Tax Asset / (Liability):

The movement of Provision of Deferred Tax for the year ended 31-03-2024 is as given
below:
Asset / Recognised Asset /
(Liability) As in Profit & (Liability) As
Particulars Others
on Loss on
31.03.2023 Account 31.03.2024
Timing Differences on (90.64) 14.84 75.80
account of Depreciation
-
Unabsorbed Tax Losses 17.27 10.75 - 28.02
(Depreciation Loss)
Page 92 of 140
MAT Credit Entitlement/ 25.71 12.29 38.00
(Utilisation) -
Total (47.66) 8.20 - (9.78)
34. Earnings per Share (EPS)

The earnings considered in ascertaining the company’s Earnings per share comprise of
net profit after tax. The number of shares used in computing Basic earnings per share is
the weighted average number of shares outstanding during the year. The numerators and
denominators used to calculate earnings per share.
Particulars 2023-24 2022-23

Profit attributable to Equity Share Holders (A) 30.96 34.70
(INR In Lakhs)
Basic / Weighted Average Number of Equity 68.88 57.29
Shares outstanding during the year (B)
(Nos in Lakhs)
Nominal value of each equity Share INR10/- INR10/-
Earnings Per share 0.45 0.61
Diluted EPS 0.45 0.37
35. Taxes on income

The company made necessary provision for income tax as per the provisions of Income
Tax Act, 1961.
36. Financial Risk Management and Policies

36.1 Capital risk management
The Company manages its capital structure and makes adjustments in light of changes
in economic conditions and the requirements of the financial covenants. To maintain or
adjust the capital structure, the Company may adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares. The Company monitors
capital using a gearing ratio, which is net debt divided by total capital plus net debt. The
Company's policy is to keep optimum gearing ratio. The Company includes within net
debt, interest bearing loans and borrowings, trade and other payables, less cash and
cash equivalents, excluding discontinued operations.
Year ended Year ended

Particulars
31 March 2024 31 March 2023
Borrowings (Including Current maturities of 1750.03 1,677.10
long terms debts)
Trade payables 206.32 384.33
Page 93 of 140
Other financial liabilities 211.08 133.96
Less: Cash and cash equivalent 10.75 12.59
Net debts (A) 2156.68 2,182.80
Total Equity (B) 2254.71 2,115.75
Capital and net debt(C=A+B) 4411.39 4,298.55
Gearing Ratio (%) (A/C) - 0.51
36.2 Financial risk management

The Company’s principal financial liabilities comprise loans and borrowings, trade and
other payables. The main purpose of these financial liabilities is to finance and support
the Company’s operations. The Company’s principal financial assets comprise
investments, cash and bank balance, trade and other receivables.
The Company is exposed to various financial risks such as market risk, credit risk and
liquidity risk. The financial risks are identified, measured and managed in accordance
with the Company’s policies and risk objectives.
a. Market risk
The Company’s activities expose it primarily to the financial risk of changes in foreign
currency exchange rates and changes in interest rates. There have been no changes to
the Company’s exposure to market risk or the manner in which it manages and measures
the risk in recent past.
Market risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprises two types of risk:
interest rate risk and currency risk. Financial instruments affected by market risk include
borrowings and bank deposits.
i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The Company’s exposure to
the risk of changes in market interest rates is limited as the Company has only fixed
deposit with bank.
ii. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will
fluctuate because of changes in foreign exchange rates. The Company’s exposure to the
risk of changes in foreign exchange rates relates primarily to the Company’s Financial
Liabilities. The Company’s foreign currency risks are identified, measured and managed
at periodic intervals in accordance with the Company’s policies.
Page 94 of 140
b. Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting
in financial loss to the company. The Company has adopted a policy of only dealing with
creditworthy customers.
In many cases an appropriate advance or letter of credit / bank guarantee is taken from
the customers to cover the risk. In other cases credit limit is granted to customer after
assessing the credit worthiness based on the information supplied by credit rating
agencies, publicly available financial information or its own past trading records and
trends.
At 31 March 2023, the company did not consider there to be any significant concentration
of credit risk, which had not been adequately provided for. The carrying amount of the
financial assets recorded in the financial statements, grossed up for any allowances for
losses, represents the maximum exposure to credit risk.
c. Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and banking
facilities, by continuously monitoring forecast and actual cash flows and by matching the
maturity profiles of financial assets and liabilities for the Company. The Company has
established an appropriate liquidity risk management framework for it’s short-term,
medium term and long-term funding requirement.
The table below summarizes the maturity profile of the Company’s financial liabilities
based on contractual undiscounted payments:
(Amounts in INR lakhs)
Carrying Less than
Particulars 1-5 years > 5 years
Value 1year
31 March 2024
Borrowings 1750.03 801.10 - -
Trade and other payables 206.32 206.32 - -
Other financial liabilities 211.08 211.08 - -
31 March 2023
Borrowings 1677.11 603.04 - -
37. Fair Value measurement

The fair value of the financial assets are included at amounts at which the instruments
could be exchanged in a current transaction between willing parties other than in a
Page 95 of 140
forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value:
(a) Fair value of cash and short term deposits, trade and other short term receivables,
trade payables, other current liabilities, approximate their carrying amounts largely
due to the short-term maturities of these instruments.
(b) Financial instruments with fixed and variable interest rates are evaluated by the
Company based on parameters such as interest rates and individual credit
worthiness of the counterparty. Based on this evaluation, allowances are taken to
account for the expected losses of these receivables.
A. Financial instruments by category
The carrying value and fair value of financial instruments by categories as at 31 March
2024 were as follows:
Financial Assets / Financial Assets /

Liabilities at Fair Value Liabilities at Fair Value
Total Total
Note Amortised through Profit or Loss through OCI
Particulars Carrying fair
No cost Designated Designated
value value
upon initial Mandatory upon initial Mandatory
recognition recognition
Assets:
(a) Trade 8 672.27 672.27 672.27
receivables
(b) Other 10 134.84 134.84 134.84
financial
(c) Cash 9 10.75 10.75 10.75
and cash
equivalent
(d) Bank - - -
balances
(other than
cash and
cash
equivalent)
Liabilities:
(a) 14 & 1750.03 1750.03 1750.03
Borrowings
(b) Trade 15
16 206.32 206.32 206.32
and other
(c) Other 17 & 211.08 211.08 211.08
financial 18
B. The carrying value and fair value of financial instruments by categories as at 31 March 2023
were as follows:
Page 96 of 140
through Profit or Loss through OCI
Total Total
Particular Not Amortise Designate Designate
Carryin fair
s e No d cost d upon d upon
Mandator Mandator g value value
initial initial
y y
recognitio recognitio
n n
Assets:
(a) Trade 8 747.31 747.31 747.31
receivable
(b) Other 10 172.29 172.29 172.29
financial
(c) Cash 9 12.59 12.59 12.59
andBank
(d) cash - - -
balances
(other than
cash and
cash
equivalent)
Liabilities:
(a) 14 & 1677.11 1677.11 1677.1
Borrowings
(b) Trade 15
16 384.32 384.32 1
384.32
andOther
(c) other 17 & 133.96 133.96 133.96
financial 18
38. Related Party Disclosures
“Related Party Disclosures” issued by the Institute of Chartered Accountants of India are as
follows:
Name of the related parties and description of relationship
a) Enterprise which are owner or have significant influence of or are partners with key
management personnel and their relative:
M/s. Royes Industries Pvt. Ltd.

M/s. Naturalle Health Products Pvt. Ltd.
b) Key Managerial Personnel

Shri Brahma K Gurbani (MD)
Shri Vishal R Gurbani (WTD-VP)
a) Related Party Transactions:
Page 97 of 140
Name of Related Party Nature of Transaction Current Year Previous Year

Shri. Brahma K Gurbani Managerial Remuneration 57.00 24.00
Shri Vishal R Gurbani Managerial Remuneration 17.50 11.56
Shri. Brahma K Gurbani Unsecured Borrowings (72.47) (73.75)
Smt. Meera B Gurbani Unsecured Borrowings 3.22 (58.61)
Royes Industries Pvt. Ltd Lease Rentals 90.00 67.50
Royes Industries Pvt. Ltd Purchases of Raw Material 387.10 302.50
Royes Industries Pvt. Ltd Sale of Raw Materials 136.46 154.68
Royes Industries Pvt. Ltd Sales of Machinery - ---
b) Balances receivable /Payable

Name of Related Party Nature of Transaction As at 31 As at 31
March 2024 March 2023
Royes Industries Pvt. Ltd Receivables 484.21 320.03
Naturalle Health Products Pvt. Ltd. Receivables 32.87 41.97
Shri. Brahma K Gurbani Unsecured Borrowings 446.34 373.87
Smt. Meera B Gurbani Unsecured Borrowings 35.26 38.48
c) Disclosure of Unsecured Loans received from Directors and Relatives of Directors Pursuant
to Rule 16A of Companies (Acceptance of Deposits) Rules 2014 is as follows.
Sl. Name of Lender Nature of Relation Amount (INR in

No. Lakhs)
1 Shri. Brahma K Gurbani Director 446.34
2 Smt. Meera B Gurbani Relative of Director 35.26
39. CIF Value of Imports

CIF Value of Imports 2023-24 (INR) 2022-23 (INR)
Raw Materials – –
Packing Materials – –
Traded Goods – –
Capital Goods – –
40. Previous year’s figures have been re grouped / and or re-arranged wherever necessary to
confirm with the current year classification.
Page 98 of 140
41. Provision for accruing liability for Super Annuation / Retirement benefits have been made
in the basis of the liability as actually determined as at the year end.
42. Depreciation has been provided on the straight-line method as per the rates prescribed
as of Schedule II of The Companies Act 2013.
43. There were no employees drawing remuneration of INR 60.00 lacs or more per annum or
INR 5.00 lacs or more per month, if employed for part of the year.
44. Micro and Medium Scale Business Entities: There are no micro, small and medium
enterprises, to whom the company over dues, which are outstanding for more than 45
days as at 31st March 2023. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined to the
extent such parties have been identified on the basis of information available with the
company.
45. Ratios
Particulars Numerator Denominator As at Variance Notes

31.03.2024 31.03.2023 in %
(a) Current Ratio Current Current - 1.5 35.5% 1
(In times) assets liabilities
(b) Debt-Equity Total Debt Share Holders - 0.8 -58.4% 2
Ratio (In times) Equity
(c) Debt Service Earnings Debt Service - 1.7 9.9%
Coverage Ratio Available for
Debt Service
(d) Return on Net Profit Avg. Share - 1.3% -30.3% 3
Equity Ratio after Tax Holders Equity
(in%)
(e) Inventory Turnover Average - 3.5 62.8% 4
turnover ratio (In Inventory
times)
(f) Trade Turnover Average Trade - 3.5 39.4% 5
Receivables Receivables
turnover ratio (In
times)
(g) Trade Purchases Average Trade - 2.6 157.0% 6
payables Payables
turnover ratio (In
times)
Page 99 of 140
(h) Net capital Turnover Working - 7.2 -68.1% 7
turnover ratio (In Capital
times)
(i) Net profit Net Profit Turnover - 0.9% -29.7% 8
ratio (in %) after Tax
(j) Return on Earnings Capital - 7.1% -18.9%
Capital before Employed
employed (In %) Interest and
Taxes
(k) Return on - -
investment (In
%)
Notes:
1) Due to better working capital management
2) Change is due to increase in equity share capital during the year.
4) Due to substantial increase in gross revenue during the year
6) Due to higher purchase volumes during the year

7) Due to substantial reduction in short term working capital loans, ratio effected
8) Due to higher raw material costs and increased depreciation.
46. Additional Information pursuant to provisions of the Companies Act, 2013.
a) The Company does not have any Benami property, where any proceedings has been
initiated or pending against the Company for holding Benami property.
b) The Company has a working capital limit of INR 495.00 Lakhs comprising of fund based
limits of INR 495.00 Lakhs. For the said credit facilities, the company has submitted
stock and book debt statements to the lender bank on monthly/quarterly basis and
there is no material differences with the books of accounts for the year.
c) The Company has not been declared as a wilful defaulter by any bank or financial
institution or any other lender.
d) The Company do not have any such transactions which has not been recorded in the
books of accounts but has been surrendered or disclosed as income during the year in
Page 100 of 140

the tax assessments under the Income Tax Act, 1961 (such as search or survey or any
other relevant provisions of the Income Tax Act, 1961)
e) The Company does not have any transactions with struck-off Companies.
f) The Company does not have any charges or satisfaction which is yet to be registered
with ROC beyond the statutory period.
g) The Company has not traded or invested in Crypto currency or Virtual Currency during
the financial year
h) Quantitative Details;
(As certified by Management of the Company)

FY 2023-24 FY 2022-23
Particulars Quantity Value (INR Quantity Value (INR
(Kg) Lakhs) (Kg) Lakhs)
Opening Stock 645493 704.04 646452 709.33
Production (Sugar based candies) 9858458 N.A 9420870 N.A
Closing Stock 695397 758.47 645493 704.04
Sales – Own product (Sugar based 2514.68 10573000 3710.66
candies Confectionery) & Job Work 7165224
Sales – Job Work
The quantitative detail indicated above includes production & dispatches made on principal to
principal basis and Loan license basis.
Material Consumed FY 2023-24 FY 2022-23

Quantity Value in Quantity Value in
(Kg) Lakhs (Kg) Lakhs
Raw Material (No. / Kgs)
- Sugar 233428 155.42 621720 413.95
- Glucose 164144 140.82 508680 436.40
- Flavors & Others 302102 107.42 970595 345.12
Total 699674 403.66 2100995 1195.47
Primary packing Materials 52036 97.54 173745 325.68
Others - - - -
Total 751710 501.20 2274740 1521.15
Page 101 of 140

B. Value of Imports on CIF Basis N.A Nil Nil Nil
C. Expenses on Foreign Currency Nil Nil Nil Nil
D. Value of Imported and Indigenous Materials consumed and % of each to total Consumption
Particulars Year ended 31 March 2024 Period ended 31 March 2023

Value % Value %
Indigenous 501.20 100 Indigenous 1521.15 100
Imported - - Imported -
Total 501.20 100 Total 1521.15 100
(Firm Registration No. 009785S)

(Membership No. 210777) DIN: 00318180 DIN: 07738685
Date: 30 May 2024

Place: Hyderabad, TG Vamshi Srinivas Vempati Krishnama Nupur
Chief Financial Officer Company Secretary
Page 102 of 140

45. Ratios
As at Variance
Particulars Numerator Denominator Notes
31.03.2024 31.03.2023 in %
(a) Current Ratio (In times) Current assets Current liabilities 1.3 1.5 -11.3%
(b) Debt-Equity Ratio (In times)Total Debt Share Holders Equity 0.8 0.8 -1.5%
Earnings Available
(c) Debt Service Coverage Ratio Debt Service 1.1 1.2 -9.6%
for Debt Service
Avg. Share Holders Change is due to increase in equity
(d) Return on Equity Ratio (in%) Net Profit after Tax 0.9% 1.3% -28.2%
Equity share capital during the year.
(e) Inventory turnover ratio (In Due to substantial decrease in gross
Turnover Average Inventory 2.3 3.5 -35.4%
times) revenue during the year
(f) Trade Receivables turnover Average Trade Due to substantial decrease in gross
Turnover 2.4 3.5 -32.2%
ratio (In times) Receivables revenue during the year
(g) Trade payables turnover Due to decrease in purchase during
Purchases Average Trade Payables 1.4 2.6 -47.1%
ratio (In times) the year
(h) Net capital turnover ratio (In
Turnover Working Capital 7.0 7.2 -2.5%
times)
Due to reduced raw material costs
(i) Net profit ratio (in %) Net Profit after Tax Turnover 1.2% 0.9% 31.5%
and better management of inventory
(j) Return on Capital employed Earnings before
Capital Employed 7.6% 7.1% 6.9%
(In %) Interest and Taxes
(k) Return on investment (In %) - -
Page 103 of 140

INDEPENDENT AUDITOR’S REPORT
Report on the Audit of Consolidated Financial Statements
To
The Members of
Opinion
We have audited the accompanying Consolidated Financial Statements of Sampre Nutritions
Limited (“the Company”), and its subsidiaries (the Company and its subsidiaries together
referred to as the “Group”) which comprise the Consolidated Balance Sheet as at 31 March
2024, and the Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of
Cash Flows for the year then ended, and a summary of significant accounting policies and other
explanatory information (hereinafter referred to as the “Consolidated Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid Consolidated Financial Statements, give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and
other accounting principles generally accepted in India, of the consolidated state of affairs of the
Group as at 31 March 2024 and their consolidated profit, their consolidated total comprehensive
income, their consolidated changes in equity and their consolidated cash flows for the year
ended on that date.
Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under those Standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of
our report. We are independent of the Group in accordance with the Code of Ethics issued by
ICAI, and we have fulfilled our other ethical responsibilities in accordance with the provisions of
the Act. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion
Key Audit Matters

We have determined that there are no key audit matters to communicate in our report.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation and presentation of
these Consolidated Financial Statements in term of the requirements of the Act that give a true
Page 104 of 140

Consolidated Audit Report
and fair view of the consolidated financial position, consolidated financial performance and
consolidated cash flows of the Group including its associates and jointly controlled entities in
accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act. The respective Board of Directors of the
companies included in the Group and of its associates and jointly controlled entities are
responsible for maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for the purpose of preparation
of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.
In preparing the Consolidated Financial Statements, the respective Board of Directors of the
companies included in the Group and of its associates and jointly controlled entities are
responsible for assessing the ability of the Group and of its associates and jointly controlled
entities to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates
and jointly controlled entities are responsible for overseeing the financial reporting process of
the Group and of its associates and jointly controlled entities
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Consolidated Financial
Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
a) Identify and assess the risks of material misstatement of the Consolidated Financial
Statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
Page 105 of 140

provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
b) Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of
such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.
d) Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the ability of the
Group and its associates and jointly controlled entities to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the Consolidated Financial Statements or,
if such disclosures are inadequate, to modify our opinion. Our 8conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group and its associates and jointly controlled
entities to cease to continue as a going concern.
e) Evaluate the overall presentation, structure and content of the Consolidated Financial
Statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that achieves
fair presentation.
f) Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group and its associates and jointly controlled
entities to express an opinion on the Consolidated Financial Statements. We are
responsible for the direction, supervision and performance of the audit of the financial
statements of such entities included in the Consolidated Financial Statements of which
we are the independent auditors. For the other entities included in the Consolidated
Financial Statements, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and performance of the audits carried
out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such
other entities included in the Consolidated Financial Statements of which we are the
Page 106 of 140

independent auditors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Other Matters
The consolidated financials include the unaudited, management certified financial statements
of the wholly owned foreign subsidiary. We did not audit the financial statements of wholly owned
foreign subsidiary, whose financial statements reflects total assets of INR 17.72 Lakhs.
Report on other Legal and Regulatory Requirements

As required under Section 143(3) of the Act, we report, to the extent applicable, that:
1. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books.
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss
including Other Comprehensive Income, Consolidated Statement of Changes in
Equity and the Consolidated Statement of Cash Flows dealt with by this Report are
in agreement with the relevant books of account maintained for the purpose of
preparation of the Consolidated Financial Statements.
d. In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind
AS specified under Section 133 of the Act.
e. On the basis of written representations received from the directors of the holding
company, as on 31 March, 2024, taken on record by the Board of Directors, none of
the directors is disqualified as on 31 March, 2024, from being appointed as a director
in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over holding company
financial reporting of the Company and its subsidiaries the operating effectiveness
of such control, refer to our separate report in “Annexure A”; and
Page 107 of 140

g. With respect to the other matters included in the Auditor’s Report in accordance with
the Rule 11 of Companies (Audit and Auditors) Rules, 2014, in our opinion and to our
best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its
consolidated financial position;
ii. The Company did not have any long-term contracts including derivatives
contracts for which there were any material foreseeable losses;
iii. The Company does not require to transfer any amounts to the Investor
Education and Protection Fund during the year.
iv.
(a) The respective Management of the Company and its subsidiaries which
are companies incorporated in India, whose financial Statements have
been audited under the Act, have represented to us that, to the best of
their knowledge and belief, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company or any of such subsidiaries to or
in any other person(s) or entity(ies) including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company or any of such subsidiaries (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.
(b) The respective Management of the Company and its subsidiaries which
are companies incorporated in India, whose financial Statements have
been audited under the Act have been represented to us, that, to the best
of its knowledge and belief, other than as disclosed in the notes to the
accounts, no funds have been received by the Company or any of such
subsidiaries from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on such audit procedures that have been considered reasonable
Page 108 of 140

and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided in (a) and (b) above, contain any
material misstatement.
v. Based on our examination, which included test checks, the company and its
subsidiaries incorporated in India, have used accounting software for
maintaining its books of account for the financial year ended 31 March 2024
which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the
software.
Further, during the course of our audit we did not come across any instance of
the audit trail feature being tampered with. As proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 is applicable from 1 April 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended 31 March 2024.
vi. Since the Company or any of such subsidiaries has not declared or paid any
dividend during the year, the question of commenting on whether dividend
declared or paid is in accordance with Section 123 of the Act does not arise.
2. With respect to the matters specified in Paragraphs 3(xxi) and 4 of the Companies
(Auditor’s Report) Order, 2020 (“the Order” / “CARO”) issued by the Central Government
in terms of Section 143(11) of the Act, to be included in the Auditor’s report, according to
the information and explanations given to us, and based on the CARO reports issued by us
for the Company and its subsidiaries included in the Consolidated Financial Statements
of the Company, to which reporting under CARO is applicable, we report that there are no
qualifications or adverse remarks except for delays in statutory dues as reported in these
CARO reports.
UDIN: 24210777BKASIV7824 For R R K & Associates


Page 109 of 140

Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statement
(Reference to in Paragraph 1(f) under the heading “Report of other legal and regulatory
requirements” in our Report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Section 143(3)(i) of
the Companies Act, 2013
We have audited the internal financial controls over financial reporting of Sampre Nutritions
Limited (“the Company”) as of 31 March 2024 in conjunction with our audit of the Consolidated
Financial Statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls over Financial Reporting (“the Guidance Note”) issued by
the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance
Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section
143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued
by the ICAI. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and maintained and
if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the Consolidated Financial
Statements, whether due to fraud or error.
Page 110 of 140

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls system over financial
reporting.
Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
Consolidated Financial Statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of Consolidated financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the Consolidated
financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,
including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject
to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31 March 2024, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control
stated in the Guidance Note issued by ICAI.
UDIN: 24210777BKASIV7824 For R R K & Associates


Place: Hyderabad, TG Partner (Membership No.: 210777)
Page 111 of 140

Consolidated Balance Sheet as at 31 March 2024
I. ASSETS
1. Non-Current Assets
a) Property, Plant & Equipment 3 2,105.76 2,052.25
b) Capital work-in-progress 4 549.97 416.13
c) Financial assets
Investments in Subsidiaries & Others 5 1.00 1.00
Other Financials Assets 6 224.51 253.19
d) Other non-current assets - -
2,881.24 2,722.57
2. Current Assets
a) Inventories 7 758.47 704.04
b) Financial Assets
Trade Receivables 8 672.27 747.31
Cash and Cash Equivalents 9 28.47 12.59
Others Current Financial Assets 10 134.87 172.29
c) Other Current Assets - -
1,594.08 1,636.23
TOTAL ASSETS 4,475.32 4,358.80

II. EQUITY AND LIABILITIES
1. EQUITY
a) Equity Share Capital 11 727.00 687.00
b) Other Equity 12 1,519.93 1,428.75
Total Equity 2,246.93 2,115.75
2. LIABILITIES
Deferred tax liability (net) 13 60.95 47.66
Non-current liabilities
Long term borrowings 14 948.93 1,074.06
1,009.88 1,121.72
Current liabilities
Short-term Borrowings 15 801.10 603.04
Trade payables 16 206.32 384.33
Other current liabilities 17 198.80 123.56
Short-term provisions 18 12.29 10.40
1,218.51 1,121.33
TOTAL EQUITY & LIABILITIES 4,475.32 4,358.80

Summary of significant accounting policies 1-2 (0.00) -
Firm Registraton No. 009785S


Page 112 of 140

Consolidated Statement of profit and loss for the year ended 31 March 2024
(All amounts are in Indian rupees except as otherwise stated) (Rupees in Lakhs except per share data )
REVENUE
Revenue from operations 19 2,514.68 3,710.66
Other income 20 11.81 7.24
2,526.49 3,717.90
EXPENSES
Cost of Materials Consumed 21 501.21 1,521.15
Manufacturing expenditure 22 1,155.78 1,341.42
Employee benefits expense 23 188.28 160.32
Other expenses 24 256.95 282.25
Depreciation 25 183.29 182.15
Finance costs 26 192.24 188.84
2,477.75 3,676.13
Profit before exceptional and extraordinary items and tax 48.74 41.77
Exceptional Items - -
Tax expense - -
Current tax 12.29 10.39
Mat credit entitlement (12.29) (10.39)
Short /(Excess) Provision for Taxation - -
Deferred tax (credit)/charge 33 25.58 7.03
Total Tax Expenses 25.58 7.03
Profit/ (loss) for the period 23.16 34.74
Other Comprehensive Income - -
Total Comprehensive Income for the period 23.16 34.74
Earnings per equity share
Basic 0.34 0.61
Diluted 0.34 0.61
Weighted average no. of equity shares 68,70,000 57,29,863



Page 113 of 140

Statement of Changes in Equity for the year ended 31st March, 2024
a) Equity Share Capital

(1) Current reporting period
Restated balance at the Changes in equity share
Balance at the beginning of the current Changes in Equity Share Capital Balance at the end of the
beginning of the current capital during the
reporting period due to prior period errors current reporting period
reporting period current year
687.00 - - 205.00 892.00
(2) Previous reporting period
Restated balance at the Changes in equity share
Balance at the beginning of the current Changes in Equity Share Capital Balance at the end of the
beginning of the current capital during the
reporting period due to prior period errors current reporting period
reporting period current year
482.00 - - - 687.00
b) Other Equity
(1) Current reporting period
Reserves and Surplus
Money received against
Particulars Securities Retained Total
share warrants
premium Earnings
Balance at the beginning of the current reporting period 37.00 590.05 - 627.05
Changes in accounting policy or prior period errors - -
Restated balance at the beginning of the current reporting period - - -
Total Comprehensive Income for the current year - 23.18 23.18
Dividends -
Transfer to retained earnings -
Any other change - - 302.00 302.00
Balance at the end of the current reporting period 37.00 613.23 302.00 952.23
(2) Previous reporting period

Reserves and Surplus
Money received against
Particulars Securities Retained Total
share warrants
premium Earnings
Balance at the beginning of the current reporting period 37.00 559.26 - 596.26
Changes in accounting policy or prior period errors - - - -
Restated balance at the beginning of the current reporting period - - - -
Total Comprehensive Income for the current year - 34.70 - 34.70
Dividends - - - -
Transfer to retained earnings - - - -
Any other change - - - -
Balance at the end of the current reporting period 37.00 593.96 - 630.96


Page 114 of 140

Consolidated Cash flow statement for the year ended 31 March 2024
(All amounts are in Indian rupees except as otherwise stated) (Rupees in Lakhs except per share data )
PARTICULARS 31-Mar-24 31-Mar-23
A. Cash flow from operating activities
Non-cash adjustment to reconcile profit before tax to net cash flows
Depreciation expense 183.29 182.15
Profit / (Loss) on sale of fixed assets / CWIP (0.15) (0.25)
Bad debts written off - -
Interest income accrued (0.60) (0.17)
Interest Expense 190.37 177.68
Operating profit before working capital changes 421.67 401.14
Movements in Working Capital :
(Increase)/ Decrease in inventories (54.43) 5.29
(Increase)/ Decrease in Financials Assets 109.07 (320.17)
(Increase)/ Decrease in other non-current assets - -
(Increase)/ Decrease in Other Current Non Financial Assets - -
Increase / (Decrease) in Trade payables (178.00) 2.99
Increase/ (decrease) in other current Financial Liabilities 75.25 24.36
Increase / (Decrease) in Other Non-Financial Liabilities - -
Cash generated / used in operations 373.56 113.61
Direct taxes (paid)/Refund (net) 21.68 (25.75)
Net cash generated/ (used) from operating activities (A) 395.24 87.86
B. Cash flow from investing activities
Proceeds of fixed assets including Capital work - in - progress (370.86) (440.59)
Proceeds from sale of fixed assets 0.36 8.80
Investments in subsidiary - -
Loans to subsdiary - -
Interest received 0.60 0.17
Net cash generated/ (used) in investing activities (B) (369.91) (431.62)
C. Cash flow from financing activities
Proceeds from equity 108.00 972.00
Proceeds from long term borrowings (Net of repayment) (125.14) (202.02)
Proceeds from short term borrowings 198.06 (244.20)
Interest expense paid (190.37) (177.68)
Net cash flow generated/ (used) in financing activities (C) (9.45) 348.10
Net increase/ (decrease) in cash and cash equivalents (A + B+ C) 15.88 4.34
Cash and cash equivalents at the beginning of the year 12.59 8.25
Cash and cash equivalents at the end of the year 28.47 12.59
Components of cash and cash equivalents:
Deposits with banks - 4.26
With banks - on current accounts 21.71 -
Cash and cash equivalents 28.47 12.59
- -


Page 115 of 140

1 Company Overview and Significant Accounting Policies:

a) Company Overview
Sampre Nutritions Ltd' (the company) is a public limited company incorporated under the provisions of the
Companies Act applicable in India. The Company’s shares are listed on Bombay Stock Exchange. The Company is
into the activity of manufacturing of Sugar Candies. The principal place of business is situated at 133, TSIIC Industrial
Estate, Medchal-501401, Medchal Malkajgiri Dist, Telangana.
b) Basis of preparation of Financials Statements

The financial statements are separate financial statements prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time
to time). The Company prepared its financial statements in accordance with accounting standards notified under the
section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014
(Indian GAAP). The standalone financial statements have been prepared on the historical cost basis, except for the
following assets and liabilities which have been measured at fair value.
Certain financial assets and liabilities are measured at fair value (refer accounting policy regarding financial
instruments). The standalone financial statements are presented in INR (Rupees).
2A Significant Accounting Policies
a) Property, Plant and Equipment & Depreciation
i) Recognition and Measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses,
if any. The cost of an item of property, plant and equipment comprises:
Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and
rebates.
Any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management.
If significant part of an item of property, plant and equipment have different useful lives, then they are accounted for
as separate items (major components) of property, plant and equipment.
Property, plant and equipment are derecognised from financial statement, either on disposal or when no economic
benefits are expected from its use or disposal. The gain or loss arising from disposal of property, plant and equipment
are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment
recognised in the statement of profit and loss account in the year of occurrence.
ii) Subsequent expenditure

Subsequent expenditure is capitalised only if its is probable that the future economic benefits associated with the
expenditure will flow to the company.
iii) Depreciation
Depreciation amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated
residual value.
Depreciation on assets has been provided on Straight line basis at the useful lives specified in the Schedule II of the
Companies Act, 2013. Depreciation on additions / deductions is calculated pro-rata from / to the month of additions
/ deductions.
Assets costing less than INR 5,000/- are depreciated at 100% in the year of acquisition.
f) Revenue recognition
Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair
value of the consideration received or receivable, taking into account contractually defined terms of payment.
Interest income: Interest income is accrued on a time basis, by reference to the principal outstanding and at the
effective interest rate applicable.
Page 116 of 140

g) Inventories
Raw materials and stores, work-in-progress, traded and finished goods are stated at the lower of cost, calculated on
weighted average basis, and net realizable value. Cost of raw materials and stores comprise of cost of purchase.
Cost of work-in-progress and finished goods comprises direct materials, direct labour and an appropriate proportion
of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Cost
of inventories also include all other cost incurred in bringing the inventories to their present location and condition.
Costs of purchased inventory are determined after deducting rebates and discounts. Net realizable value is the
estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated
costs necessary to make the sale. Items held for use in the production of inventory are not written below cost if the
finished product in which these will be incorporated are expected to be sold at or above cost.
h) Foreign Currencies
Functional currency: The functional currency of the Company is the Indian rupee.
Transactions and translations: Foreign currency transactions are translated into the functional currency using the
exchange rates at the dates of the transactions. Foreign-currency-denominated monetary assets and liabilities are
translated into the relevant functional currency at exchange rates in effect at the Balance Sheet date. The gains or
losses resulting from such translations are included in net profit in the Statement of Profit and Loss. Non-monetary
assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at
the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary
liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate
prevalent at the date of the transaction.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net
profit for the period in which the transaction is settled. Revenue, expense and cash flow items denominated in
foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date
of the transaction.
i) Income tax
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the
year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that
are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are
also recognised in other comprehensive income or directly in equity, respectively.
Current tax: Current tax is measured at the amount of tax expected to be payable on the taxable income for the year
as determined in accordance with the provisions of the Income Tax Act, 1961. Current tax assets and current tax
liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an
intention to settle the asset and the liability on a net basis.
Deferred tax: Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and
liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and
liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit
or loss at the time of the transaction.
Deferred tax assets are recognised only to the extent it is probable that either future taxable profits or reversal of
deferred tax liabilities will be available, against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilised. The carrying amount of a deferred tax asset is reviewed at
the end of each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax
asset is realised or the deferred tax liability is settled. Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set current tax assets and liabilities and when the deferred tax balances relate to the
same taxation authority.
Page 117 of 140

j) Impairment of Assets
Non Financial Assets :The carrying value of assets / cash generating units at each balance sheet date are reviewed
for impairment if any indication of impairment exists.
If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such
excess amount. The impairment loss is recognised as an expense in the Statement of Profit and Loss, unless the
asset is carried at revalued amount, in which case any impairment loss of the revalued asset is treated as a
revaluation decrease to the extent a revaluation reserve for that asset.
When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier
accounting periods which no longer exists or may have decreased, such reversal of impairment loss is recognised in
the Statement of Profit and Loss, to the extent the amount was previously charged to the Statement of Profit and
Loss. In case of revalued assets, such reversal is not recognised.
Financial assets: The Company assesses on a forward-looking basis the expected credit losses associated with its
financial assets. The impairment methodology applied depends on whether there has been a significant increase in
credit risk. For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109
Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
k) Provisions and Contingent Liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the best
estimate of the expenditure required to settle the present obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions are discounted to reflect its present value using a
current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to
the obligation. When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Company or a present obligation that arises from past events where it is either not probable
that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be
made.
Contingent assets are not recognised in the Financial Statements.
l) Non-derivative financial instruments

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of
the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial
recognition of financial asset or financial liability.
(a) Financial assets

Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash
equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value.
Trade Receivables and Loans: Trade receivables are initially recognised at fair value. Subsequently, these assets are
held at amortised cost, using the effective interest rate (EIR) method net of any expected credit losses. The EIR is the
rate that discounts estimated future cash income through the expected life of financial instrument.
Page 118 of 140

Debt Instruments: Debt instruments are initially measured at amortised cost, fair value through other
comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVTPL’) till derecognition on the basis of (i) the
entity’s business model for managing the financial assets and (ii) the contractual cash flow characteristics of the
financial asset.
Equity Instruments: All investments in equity instruments classified under financial assets are initially measured at
fair value, the Company may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.
The Company makes such election on an instrument-by-instrument basis.
(b) Financial assets– Subsequent measurement

Financial assets at amortised cost: Financial assets are subsequently measured at amortised cost if these financial
assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows
and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income (FVTOCI): Financial assets are measured at fair
value through other comprehensive income if these financial assets are held within a business whose objective is
achieved by both collecting contractual cash flows that give rise on specified dates to solely payments of principal
and interest on the principal amount outstanding and by selling financial assets.
Financial assets at fair value through profit or loss (FVTPL): Financial assets are measured at fair value through
profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial
recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair
value through profit or loss are immediately recognised in profit or loss.
(c) Financial liabilities

Loans and borrowings: After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost on accrual basis.
Financial guarantee contracts: Financial guarantee contracts issued by the Company are those contracts that
require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a
payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized
initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the
guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per
impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization.
(d) Financial liabilities - Subsequent measurement

Financial liabilities are measured at amortised cost using the effective interest method. For trade and other payables
maturing within one year from the balance sheet date, carrying amounts approximate the fair value due to the short
maturity of these instruments.
(e) Derecognition
The Company de-recognizes a financial assets when the contractual rights to the cash flows from the financial asset
expires or it transfers the financial assets and the transfer qualifies for dercognition under Indian Accounting
Standard 109 “Financial Instruments”. A financial liability (or a part of financial liability) is de-recognised from the
Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
(f) Offsetting of financial instruments

Financial assets and financial liabilities are offsetted and the net amount is reported in financial statements if there
is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
m) Earnings Per Share

Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Company by the
weighted average number of Ordinary shares outstanding during the year. Diluted EPS is computed by adjusting the
profit or loss attributable to the ordinary equity shareholders and the weighted average number of ordinary equity
shares, for the effects of all dilutive potential Ordinary shares.
Page 119 of 140

2B Critical accounting judgments and key sources of estimation uncertainty

a The preparation of the financial statements in conformity with the Ind AS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities and disclosures as at date of the financial statements and the reported amounts of the revenues and
expenses for the years presented. The estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Although these estimates are based upon management’s best
knowledge of current events, actual results may differ from these estimates under different assumptions and
conditions.
b The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
c
Critical Judgements In the process of applying the Company’s accounting policies, management has made the
following judgements, which have the most significant effect on the amounts recognized in the financial statements:
d Key sources of estimation uncertainty : The key assumptions concerning the future, and other key sources of
estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year are discussed below:
e Key sources of estimation uncertainty : The key assumptions concerning the future, and other key sources of
estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year are discussed below:
f Income taxes: The Company’s tax jurisdiction is India. Significant judgments are involved in determining the
provision for income taxes, including amount expected to be paid / recovered for uncertain tax positions.
g Operating Cycle and Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification in
accordance with Part-I of Division- II of Schedule III of the Companies Act, 2013.
An asset is treated as current when (a) It is expected to be realised or intended to be sold or consumed in normal
operating cycle; (b) It is held primarily for the purpose of trading; or (c) It is expected to be realised within twelve
months after the reporting period, or (d) The asset is cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-
current.
A liability is current when (a) It is expected to be settled in normal operating cycle; or (b) It is held primarily for the
purpose of trading; or (c) It is due to be settled within twelve months after the reporting period, or (d) There is no
unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. Terms
of a liability that could, at the option of the counterparty, results in its settlement by the issue of equity instruments
do not affect its classification. The Company classifies all other liabilities as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash
equivalents. The Company has identified twelve months as its normal operating cycle.
Page 120 of 140

5 Non-Current Investments
31-Mar-24 31-Mar-23
Investment in equity instruments in other companies
Unquoted, Fully Paid-up equity
1000 equity share of Rs.100 each of Cosmos Co-Op Bank Ltd 1.00 1.00
Unquoted, Fully Paid-up equity

*** equity shares of ( March, 2023: 0) AED ** representing 100 % of share capital - -
1.00 1.00
10 Other Non-current Financial Assets

31-Mar-24 31-Mar-23
Security deposits
Unsecured, considered good 69.78 58.82
Deferred Borrowing cost 87.47 14.20

Loans to subsidiaries - -
Advances to Suppliers 67.27 180.17
224.51 253.19
7 Inventories (valued at lower of cost and net realisable value)

31-Mar-24 31-Mar-23
Raw Materials 758.47 704.04
Packing Materials - -
758.47 704.04
8 Trade receivables
31-Mar-24 31-Mar-23
- Unsecured, considered good
Trade Receivables 155.19 385.30

Receivables from related parties (Refer Note 38 ) 517.08 362.01
Trade Receivables which have significant credit risk - -
672.27 747.31

Undisputed Trade receivables

- - - - - -
– considered good
Undisputed Trade Receivables
- - - - - -
– considered doubtful
-considered good
-considered doubtful
Total - - - - - -

Undisputed Trade receivables

427.27 320.03 - - - 747.30
– considered good
– considered doubtful

-considered good
-considered doubtful
Total 427.27 320.03 - - - 747.30
Page 121 of 140

9 Cash and Cash Equivalents

31-Mar-24 31-Mar-23
Cash and Cash equivalents
Balance with banks

- On current accounts 21.71 -
Margin money deposit - 2.26
Other deposits - 2.00
Cheques/Drafts on hand - -
28.47 12.59
10 Other Current Financial Assets
31-Mar-24 31-Mar-23
Security deposits
Unsecured, considered good - -

Advances to employees 89.55 40.68
Balance with Revenue authorities 45.31 131.61
Advances to Suppliers - -
134.87 172.29
11 Share Capital
31-Mar-24 31-Mar-23
Authorised Shares
No.6,000,000 (March 31, 2021: 6,000,000) equity shares of Rs. 10 each 1,800.00 1,800.00
- -
Issued and subscribed shares - -
No. 48,20,000 (March 31, 2021: 48,20,000) equity shares of Rs. 10 each 727.00 687.00
727.00 687.00
a) Reconciliation of the equity shares outstanding at the beginning and at the end of the year
31-Mar-24 31-Mar-23
No. of shares in Amount No. of shares in Amount
Lacs Lacs
At the beginning of the year 68.70 687.00 48.20 482.00
change during the year 4.00 40.00 20.50 205.00
Outstanding at the end of the year 72.70 727.00 68.70 687.00
b) Terms/right attached to equity shares

The Company has issued only one class of equity shares having par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per
c) Details of shareholders holding more than 5% shares in the Company

Name of the shareholder 31-Mar-24 31-Mar-23
No. of shares in Lacs % shares No. of shares in % shares
Lacs
Brahma K Gurbani 8.87 12.21
8.87 12.92%
Saritha. B. Gurbani 7.62 10.48 7.62 11.09%
Meera B. Gurbani 5.31 7.30 5.31 7.73%
As per the records of the Company, including its register of shareholders/members, the above shareholding represents legal and beneficial
ownership.
e) Disclosure of Shareholding of Promoters

Sl.No. Promoter Name Number of % of total shares % Change during
Shares the year
Total 25.44
Page 122 of 140


Promoter Name Number of % of total shares % Change during
Shares the year
Total 25.44
12 Other Equity
31-Mar-24 31-Mar-23
Securities premium account 570.00 570.00
Surplus in the statement of profit and loss

Balance as per last financial statements 624.75 590.05
Profit / (loss) for the period/year 23.18 34.70
Net surplus/(deficit) in the statement of profit and loss 647.93 624.75

Money received against share warrants 302.00 234.00
1,519.93 1,428.75
13 Deferred Tax Liability (Net)

31-Mar-24 31-Mar-23
Deferred Tax Liability, Net 98.95 73.37

Deferred Tax Asset, Net - -
- -
Mat Credit Entitlement (Net) (38.00) (25.71)
60.95 47.66
14 Long-term borrowings
31-Mar-24 31-Mar-23
Secured Loans
Term Loans (Refer Note No.28)
- Term loans From Banks 605.67 753.96
- Vehicle Loans From Banks 13.06 4.27
- Other Vehicle Loan from financial institutions 50.13 52.91
Less: Current Maturities of long term borrowings [Included in Note No.15] 172.03 149.44
496.84 661.70
Unsecured Loans
Loans from Directors and relatives 452.09 412.36
948.93 1,074.06
- There has no default in repayment of loan and interest as at Balance Sheet.
15 Short term borrowings

31-Mar-24 31-Mar-23
The South Indian Bank Bill Discounting - -
The South Indian Bank Cash Credit 629.08 453.60
Current maturities of Long term borrowings 172.03 149.44

801.10 603.04
Notes:
a. Working capital limits are availed from The south Indian Bank are secured by Hypothecation of entire Current Assets of the Company and equitable
mortgage of Company land at effective interest rate of 10.75 % pa and repayable on demand.
b. There has no defualt in repayment of loan and interest as at Balalance Sheet.
Page 123 of 140

16 Trade payables
31-Mar-24 31-Mar-23
a. Trade Creditors. 135.53 284.93
b. Creditor for Expenses 13.42 99.40
c. Creditors for Capital Goods 57.37 -
1
206.32 384.33

MSME - - - - -
- - - - -
Others
- - - - -

- - - - -
MSME
Others 384.32 - - - 384.32
384.32 - - - 384.32
Note:
Details of dues to micro and small enterprises as defined under the MSMED ACT, 2006
Based on information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under “The
Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2022.
17 Other current liabilities
31-Mar-24 31-Mar-23
Advances from customers 8.88 21.00

Dues to employees 65.44 10.85
Other statutory liabilities 115.56 64.91
Provision for expenses 8.91 26.79
198.80 123.56
18 Short term provisions

31-Mar-24 31-Mar-23
Provision for income tax 12.29 10.40
12.29 10.40
19 Revenue from operations

31-Mar-24 31-Mar-23
Sales 2,460.96 3,710.66
Export Sales 53.71 -
2,514.68 3,710.66
20 Other income
31-Mar-24 31-Mar-23
Interest Income 2.28 0.17
Interest on income tax refund 1.47 -
Liabilities no longer payable, written back 7.00 -
Other non operating income 1.07 7.07
11.81 7.24
Page 124 of 140

21 Cost of Materials Consumed

31-Mar-24 31-Mar-23
Opening Stock 704.04 709.33
Add: Purchases 555.64 1,515.86
Less: Closing stock 758.47 704.04
501.21 1,521.15
22 Manufacturing expenditure
31-Mar-24 31-Mar-23
Fuel & Power consumption 394.16 307.61
Factory salaries and Wages 321.87 441.81
Factory Expenses 381.70 448.21
Transport & Hamali Charges 28.05 83.28
Repairs & Maintenance 30.00 60.51
Packing Expenses - -
1,155.78 1,341.42
23 Employee benefits expense

31-Mar-24 31-Mar-23
Salaries, bonus and allowances 86.66 82.22
Staff Welfare Expenses 27.12 42.54
Directors Remurneration 74.50 35.56
188.28 160.32
24 Other expenses
31-Mar-24 31-Mar-23
Advertisement Expenses - 0.49
AGM Expenses 0.35 0.80
Building Maintenance - 4.16
Business Promotion Expenses 3.47 5.17
Computer Maintenance 0.41 0.87
Communication Expenses 1.00 1.02
General Expenses 22.14 19.96
Insurance 14.11 13.28
Issure Fees 3.79
Key Man Insurance Exp 16.98 20.08
Legal and professional 3.74 18.74
Loss on sale of Asset - -
Membership and Subscription Fee - -
Office Expenses 3.27 13.20
Payments to auditors 5.00 5.00
Printing and stationery 5.77 6.91
Rates and taxes 31.03 24.92
Rental Charges 96.00 73.50
Repairs and maintenance - -
Security Services 23.67 23.17
Sitting Fee 2.05 2.05
Telephone Expenses 3.54 3.76
Travelling and conveyance 17.00 34.63
Vehicle Maintainence 3.63 10.54
Membership Fee (Non GST) - -
256.95 282.25
25 Depreciation
31-Mar-24 31-Mar-23
Depreciation on property, plant and equipments 183.29 182.15
183.29 182.15
Page 125 of 140

26 Finance costs
31-Mar-24 31-Mar-23
Interest on Term Loans 87.66 89.37
Interest on Working Capital loans 97.03 82.27
Interest on Vehicle Loans 5.68 6.04
Interest on Statutory Payments - -
Bank charges 1.87 11.16
192.24 188.84
Page 126 of 140

3 Property Plant and Equipment (Rupees in Lakhs )
Misc Fixed Electrical Factory Plant and Computer Furniture and

Particulars Freehold Land Office Buidlings Office Equipment Vehicles Total fixed assets
Assets Equipment Buildings machinery equipment fixtures
Gross Carrying Amount

As at March 31, 2022 21.24 6.39 250.57 925.25 2,068.47 130.93 52.17 9.26 151.96 335.66 3,951.89
Additions - - 14.28 9.09 - - - 1.09 - - 24.46
Deletions - - - - - - - - - (15.72) (15.72)
As at March 31, 2023 21.24 6.39 264.84 934.35 2,068.47 130.93 52.17 10.36 151.96 319.94 3,960.63
Additions - - 1.76 21.93 177.51 - 0.10 0.95 0.12 34.66 237.03
Deletions - - - - - - - - - (0.44) (0.44)

As at March 31, 2024 21.24 6.39 266.61 956.28 2,245.98 130.93 52.27 11.31 152.08 354.16 4,197.23
Accumulated Depreciation
As at March 31, 2022 - 6.30 182.67 398.95 751.70 18.96 41.79 6.30 99.61 227.16 1,733.44
Adjustment to opening Reserve -
Charge for the year - - 10.91 38.61 98.99 2.38 1.82 1.59 10.46 17.39 182.15
Deletions - - - - - - - - - (7.17) (7.17)
As at March 31, 2023 - 6.30 193.58 437.55 850.69 21.34 43.61 7.88 110.07 237.38 1,908.42
Adjustment to opening Reserve -
Charge for the period - - 11.11 38.97 99.26 2.39 1.61 1.73 10.35 17.87 183.29
Deletions - - - - - - - - - (0.23) (0.23)
As at March 31, 2024 - 6.30 204.69 476.53 949.95 23.73 45.22 9.61 120.42 255.02 2,091.47
Net Carrying Amount

As at March 31, 2022 21.24 0.09 67.90 526.31 1,316.76 111.97 10.38 2.96 52.34 108.50 2,218.45
As at March 31, 2023 21.24 0.09 71.26 496.79 1,217.78 109.58 8.56 2.47 41.88 82.56 2,052.25
As at March 31, 2024 21.24 0.09 61.92 479.75 1,296.03 107.19 7.05 1.69 31.66 99.14 2,105.76
4 Capital work - in - progress
As at March 31, 2023 416.13

As at March 31, 2024 549.97
Page 127 of 140

27. Contingent liabilities not provided for in respect of:
The company was in receipt of demand order in respect of Central Excise for FY 2010-11,
against the said order, the company has filed an appeal before the appellate authorities
in respective forums. The Company is expecting a favorable result from the appellate
authority.
28. Secured Loans (Refer Note No.14)
a. Term loans from Banks:

The term loans from banks were availed for acquisition of Plant & Machinery,
constructions of factory building from ‘The South Indian Bank Ltd’. During the year.
INR In Rate of
Particulars Repayment terms
Lakhs Interest
Term loans – 368.35 12.75% Repayable in range of 58 months to
Machinery & 111 months including moratorium
Factory Building period of 14 months.
Working Capital 92.57 12.75% Repayable in 79 months including
Term Loan- moratorium period of 14 months.
(WCTL-1)
Funded interest 144.76 13.25% Repayable in 78 months including
term loan moratorium period of 18 months.
(FITL 1, 2 &3)
The above stated terms loans were secured by equitable mortgage of Industrial
Property of land & building situated in plot no.133, Industrial estates, Medchal of the
Company, further secured by collateral assets in the form of immovable properties
belonging to the Promoter Directors and their relatives. It is further secured by
personal guarantees of the directors and their relatives.
b. Vehicle Loans from Banks : NIL
c. Other Vehicle Loan

Other vehicle loans were obtained from Mercedes-Benz Financial Services India Pvt Ltd,
Mahindra & Mahindra Financial Services Ltd, Kotak Mahindra Prime Ltd and Sundaram
Finance Ltd under hire purchase schemes, secured by hypothecation of vehicles owned
by the Company.
29. Dues to Micro and Small Enterprises
Page 128 of 140

Notes to Consolidated Financial Statements
As per the information available with the company, it appears that no dues outstanding
for more than 30 days in excess of INR 1.00 Lakh as on 31st March 2024 in respect of
Small Scale Industrial Undertakings. It is reported that there are no specific claims on the
company from the small scale industrial supplier under the “Interest on Delayed
Payments to small Scale and Ancillary Industrial Undertaking Act, 1993” during the said
year.
30. Payment to Auditors:
Particulars 31 March 2024 31 March 2023

Audit Fee 4.50 4.50
Tax Audit Matters 0.30 0.30
Certification & Other Services 0.20 0.20
Total 5.00 5.00
31. There are no debts outstanding as on 31st March 2024 from Directors or other officers of
the company other than imprest cash in order to meet running expenses.
32. Segment Reporting:

a) Business Segment
The company’s business consists of one primary reportable business segment of
manufacturing of sugar boiled candies & toffees and consists of major revenue on account
of processing charges; hence no separate disclosure is required in the context of Indian
Accounting Standard 108 “Operating Segment”.
b) Geographical Segment:
During the period under report, the Company has engaged in its business primarily within
India with two manufacturing facilities including of leasehold unit. The conditions prevailing
in India being uniform, no separate geographical disclosure is considered necessary.
33. Deferred Tax Asset / (Liability):

The movement of Provision of Deferred Tax for the year ended 31-03-2024 is as given below:
Asset / Recognised Asset /

(Liability) in Profit & (Liability)
Particulars Others
As on Loss As on
31.03.2023 Account 31.03.2024
Timing Differences on account of (90.64) 14.84 75.80
Depreciation
Page 129 of 140

-
Unabsorbed Tax Losses 17.27 10.75 - 28.02
(Depreciation Loss)
MAT Credit Entitlement/ 25.71 12.29 38.00
(Utilisation) -
Total (47.66) 8.20 - (9.78)
34. Earnings per Share (EPS)

The earnings considered in ascertaining the company’s Earnings per share comprise of net
profit after tax. The number of shares used in computing Basic earnings per share is the
weighted average number of shares outstanding during the year. The numerators and
denominators used to calculate earnings per share.
Particulars 2023-24 2022-23

Profit attributable to Equity Share Holders (A) 23.18 34.70
(INR In Lakhs)
Basic / Weighted Average Number of Equity 68.70 57.29
Shares outstanding during the year (B)
(No. s in Lakhs)
Nominal value of each equity Share INR 10 INR 10
Earnings Per share 0.32 0.61
Diluted EPS 0.24 0.37
35. Taxes on income

The company made necessary provision for income tax as per the provisions of Income Tax
Act, 1961.
36. Financial risk management and policies

36.1 Capital risk management
The Company manages its capital structure and makes adjustments in light of changes
in economic conditions and the requirements of the financial covenants. To maintain or
adjust the capital structure, the Company may adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares. The Company monitors
capital using a gearing ratio, which is net debt divided by total capital plus net debt. The
Company's policy is to keep optimum gearing ratio. The Company includes within net
debt, interest bearing loans and borrowings, trade and other payables, less cash and
cash equivalents, excluding discontinued operations.
Year ended Year ended

Particulars
31 March 2024 31 March 2023
Page 130 of 140

Borrowings 1750.03 1,677.10
(Including Current maturities of long terms
debts)
Trade payables 206.32 384.33
Other financial liabilities 211.08 133.96
Less: Cash and cash equivalent 28.47 12.59
Net debts (A) 2138.96 2,182.80
Total Equity(B) 2246.93 2,115.75
Capital and net debt(C=A+B) 4385.89 4,298.55
Gearing Ratio (%) (A/C) - 0.51
36.2 Financial risk management

The Company’s principal financial liabilities comprise loans and borrowings, trade and
other payables. The main purpose of these financial liabilities is to finance and support
the Company’s operations. The Company’s principal financial assets comprise
investments, cash and bank balance, trade and other receivables.
The Company is exposed to various financial risks such as market risk, credit risk and
liquidity risk. The financial risks are identified, measured and managed in accordance
with the Company’s policies and risk objectives.
a. Market risk
The Company’s activities expose it primarily to the financial risk of changes in foreign
currency exchange rates and changes in interest rates. There have been no changes to
the Company’s exposure to market risk or the manner in which it manages and measures
the risk in recent past.
Market risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprises two types of risk:
interest rate risk and currency risk. Financial instruments affected by market risk include
borrowings and bank deposits.
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The Company’s exposure to
the risk of changes in market interest rates is limited as the Company has only fixed
deposit with bank.
ii. Foreign currency risk
Page 131 of 140

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will
fluctuate because of changes in foreign exchange rates. The Company’s exposure to the
risk of changes in foreign exchange rates relates primarily to the Company’s Financial
Liabilities. The Company’s foreign currency risks are identified, measured and managed
at periodic intervals in accordance with the Company’s policies.
b. Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting
in financial loss to the company. The Company has adopted a policy of only dealing with
creditworthy customers.
In many cases an appropriate advance or letter of credit / bank guarantee is taken from
the customers to cover the risk. In other cases credit limit is granted to customer after
assessing the credit worthiness based on the information supplied by credit rating
agencies, publicly available financial information or its own past trading records and
trends.
At 31 March 2023, the company did not consider there to be any significant concentration
of credit risk, which had not been adequately provided for. The carrying amount of the
financial assets recorded in the financial statements, grossed up for any allowances for
losses, represents the maximum exposure to credit risk.
c. Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and banking
facilities, by continuously monitoring forecast and actual cash flows and by matching the
maturity profiles of financial assets and liabilities for the Company. The Company has
established an appropriate liquidity risk management framework for its short-term,
medium term and long-term funding requirement.
The table below summarizes the maturity profile of the Company’s financial liabilities
based on contractual undiscounted payments:
(INR In lakh)
Carrying Less than
Particulars 1-5 years > 5 years
Value 1year
31 March 2024
Borrowings 1750.03 801.10 - -
31 March 2023
Page 132 of 140

Borrowings 1677.11 603.04 - -
37. Fair Value measurement

The fair value of the financial assets are included at amounts at which the instruments
could be exchanged in a current transaction between willing parties other than in a
forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value:
(a) Fair value of cash and short term deposits, trade and other short term receivables,
trade payables, other current liabilities, approximate their carrying amounts largely
due to the short-term maturities of these instruments.
(b) Financial instruments with fixed and variable interest rates are evaluated by the
Company based on parameters such as interest rates and individual credit
worthiness of the counterparty. Based on this evaluation, allowances are taken to
account for the expected losses of these receivables.
A. Financial instruments by category
The carrying value and fair value of financial instruments by categories as at 31 March
2024 were as follows:

Total Total
No cost Designated Mandatory Designated Mandatory
value value
upon initial upon initial
Assets:
(a) Trade 8 672.27 672.27 672.27
receivables
(b) Other 10 134.84 134.84 134.84
financial
(c) Cash 9 28.47 28.47 28.47
and cash
equivalent
(d) Bank - - -
balances
(other than
cash and
cash
equivalent)
Liabilities:
Page 133 of 140

(a) 14 & 1750.03 1750.03 1750.03
Borrowings
(b) Trade 15
16 206.32 206.32 206.32
and other
(c) Other 17 & 211.08 211.08 211.08
financial 18
B. The carrying value and fair value of financial instruments by categories as at 31 March 2023
were as follows:
Total Total
No cost Designated Mandatory Designated Mandatory
value value
upon initial upon initial
Assets:
(a) Trade 8 747.31 747.31 747.31
receivables
(b) Other 10 172.29 172.29 172.29
financial
(c) Cash 9 12.59 12.59 12.59
and cash
(d) Bank - - -
balances
(other than
cash and
cash
equivalent)
Liabilities:
(a) 14 & 1677.11 1677.11 1677.11
Borrowings
(b) Trade 15
16 384.32 384.32 384.32
and other
(c) Other 17 & 133.96 133.96 133.96
financial 18
38. Related Party Disclosures
“Related Party Disclosures” issued by the Institute of Chartered Accountants of India are as
follows:
Name of the related parties and description of relationship
a) Enterprise which are owner or have significant influence of or are partners with key
management personnel and their relative:
M/s. Royes Industries Pvt. Ltd.

M/s. Naturalle Health Products Pvt. Ltd.
b) Key Managerial Personnel

Shri Brahma K Gurbani (MD)
Shri Vishal R Gurbani (WTD-VP)
Page 134 of 140

a) Related Party Transactions:
Name of Related Party Nature of transaction Current Year Previous Year

Shri. Brahma K Gurbani Managerial Remuneration 57.00 24.00
Shri Vishal R Gurbani Managerial Remuneration 17.50 11.56
Shri. Brahma K Gurbani Unsecured Borrowings (72.47) (73.75)
Smt. Meera B Gurbani Unsecured Borrowings 3.22 (58.61)
Royes Industries Pvt. Ltd. Lease Rentals 90.00 67.50
Royes Industries Pvt. Ltd. Purchases of Raw Material 387.10 302.50
Royes Industries Pvt. Ltd. Sale of Raw Materials 136.46 154.68
Royes Industries Pvt. Ltd. Sales of Machinery - ---
b) Balances receivable /Payable
As at 31 As at 31
Name of Related Party Nature of transaction
March 2024 March 2023
Royes Industries Pvt. Ltd. Receivables 484.21 320.03

Naturalle Health Products Pvt Ltd Receivables 32.87 41.97
Shri. Brahma K Gurbani Unsecured Borrowings 446.34 373.87
Smt. Meera B Gurbani Unsecured Borrowings 35.26 38.48
c) Disclosure of Unsecured Loans received from Directors and Relatives of Directors Pursuant
to Rule 16A of Companies (Acceptance of Deposits) Rules 2014 is as follows.
Sl. Name of Lender Nature of Relation Amount (INR

No. in Lacs)
1 Shri. Brahma K Gurbani Director 446.34
2 Smt. Meera B Gurbani Relative of Director 35.26
39. CIF Value of Imports

CIF Value of Imports 2023-24 (INR) 2022-23 (INR)
Raw Materials – –
Packing Materials – –
Traded Goods – –
Capital Goods – –
40. Previous year’s figures have been re grouped / and or re-arranged wherever necessary to
confirm with the current year classification.
Page 135 of 140

41. Provision for accruing liability for Super Annuation / Retirement benefits have been made
in the basis of the liability as actually determined as at the year end.
42. Depreciation has been provided on the straight-line method as per the rates prescribed
as of Schedule II of The Companies Act 2013.
43. There were no employees drawing remuneration of INR60.00 lacs or more per annum or
INR5.00 lacs or more per month, if employed for part of the year.
44. Micro and Medium Scale Business Entities: There are no micro, small and medium
enterprises, to whom the company over dues, which are outstanding for more than 45
days as at 31st March 2023. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined to the
extent such parties have been identified on the basis of information available with the
company.
45. Ratios
As at Variance
31.03.2024 31.03.2023 in %
(a) Current
Current Current
Ratio (In - 1.5 35.5% 1
assets liabilities
times)
(b) Debt-
Share Holders
Equity Ratio Total Debt - 0.8 -58.4% 2
(In times)
Equity
(c) Debt Earnings

Service Available
Debt Service - 1.7 9.9%
Coverage for Debt
Ratio Service
(d) Return on Avg. Share
Net Profit
Equity Ratio Holders - 1.3% -30.3% 3
after Tax
(in%) Equity
(e) Inventory
Average
turnover ratio Turnover - 3.5 62.8% 4
Inventory
(In times)
(f) Trade
Receivables Average Trade
Turnover - 3.5 39.4% 5
turnover ratio Receivables
(In times)
Page 136 of 140

(g) Trade
payables Average Trade
Purchases - 2.6 157.0% 6
turnover ratio Payables
(In times)
(h) Net
capital Working
Turnover - 7.2 -68.1% 7
turnover ratio Capital
(In times)
(i) Net profit Net Profit
Turnover - 0.9% -29.7% 8
ratio (in %) after Tax
(j) Return on Earnings
Capital before Capital
- 7.1% -18.9%
employed (In Interest and Employed
%) Taxes
(k) Return on
investment - -
(In %)
Notes:
1) Due to better working capital management
6) Due to higher purchase volumes during the year

7) Due to substantial reduction in short term working capital loans, ratio effected
8) Due to higher raw material costs and increased depreciation.
46. Additional Information pursuant to provisions of the Companies Act, 2013.

a) The Company does not have any Benami property, where any proceedings has been
initiated or pending against the Company for holding Benami property.
b) The Company has a working capital limit of 495.00 Lakhs comprising of fund based
limits of Rs 495.00 Lakhs .For the said credit facilities, the company has submitted
stock and book debt statements to the lender bank on monthly/quarterly basis and
there is no material differences with the books of accounts for the year.
c) The Company has not been declared as a wilful defaulter by any bank or financial
institution or any other lender.
Page 137 of 140

d) The Company do not have any such transactions which has not been recorded in the
books of accounts but has been surrendered or disclosed as income during the year
in the tax assessments under the Income Tax Act, 1961 (such as search or survey or
any other relevant provisions of the Income Tax Act, 1961)
e) The Company does not have any transactions with struck-off Companies.
f) The Company does not have any charges or satisfaction which is yet to be registered
with ROC beyond the statutory period.
g) The Company has not traded or invested in Crypto currency or Virtual Currency
during the financial year.
h) Quantitative Details;
(As certified by Management of the Company)
FY 2023-24 FY 2022-23
Particulars Quantity Value (INR Quantity Value (INR
(Kg) Lakhs) (Kg) Lakhs)
Opening Stock 645493 704.04 646452 709.33
Production (Sugar based candies) 9858458 N.A 9420870 N.A
Closing Stock 695397 758.47 645493 704.04
Sales – Own product (Sugar based 2514.68 10573000 3710.66
candies Confectionery) & Job Work 7165224
Sales – Job Work
The quantitative detail indicated above includes production & dispatches made on principal to
principal basis and Loan license basis.
FY 2023-24 FY 2022-23
Material Consumed Value in Quantity Value in
Quantity (Kg)
Lakhs (Kg) Lakhs
Raw Material (No. / Kgs)
- Sugar 233428 155.42 621720 413.95
- Glucose 164144 140.82 508680 436.40
- Flavors & Others 302102 107.42 345.12

970595
Total 699674 403.66 2100995 1195.47
Primary packing Materials 52036 97.54 173745 325.68
Others
Total 751710 501.20 2274740 1521.15
Page 138 of 140

B. Value of Imports on CIF Basis N.A Nil Nil Nil
C. Expenses on Foreign Currency Nil Nil Nil Nil
D. Value of Imported and Indigenous Materials consumed and % of each to total Consumption
Particulars Year ended 31 March 2024 Period ended 31 March 2023

Value % Value %
Indigenous 501.20 100 Indigenous 1521.15 100
Imported - - Imported -
Total 501.20 100 Total 1521.15 100
(Firm Registration No. 009785S)

Partner Managing Director Whole Time Director
(Membership No. 210777) DIN: 00318180 DIN: 07738685
Date: 30 May 2024

Place: Hyderabad, TG Vamshi Srinivas Vempati Krishnama Nupur
Chief Financial Officer Company Secretary
Page 139 of 140

45. Ratios
As at Variance
31.03.2024 31.03.2023 in %
(a) Current Ratio (In Due to better working capital
Current assets Current liabilities 1.3 1.1 21.5%
times) management
(In
(b) Debt-Equity Ratio Share Holders Change is due to increase in equity share
times)
Total Debt 0.8 2.0 -58.9%
Equity capital during the year.
(c) Debt Service Earnings Available for
Debt Service 1.2 1.6 -24.3%
Coverage Ratio Debt Service
(d) Return on Equity Avg. Share Holders Change is due to increase in equity share
Net Profit after Tax 0.8% 1.9% -55.7%
Ratio (in%) Equity capital during the year.
(e) Inventory turnover Due to substantial increase in gross
Turnover Average Inventory 2.3 2.2 5.2%
ratio (In times) revenue during the year
(f) Trade Receivables Average Trade Due to substantial increase in gross
Turnover 2.4 2.5 -5.5%
turnover ratio (In times) Receivables revenue during the year
(g) Trade payables Average Trade Due to higher purchase valumes during
Purchases 1.4 1.0 36.0%
turnover ratio (In times) Payables the year
(h) Net capital turnover Due to substantial reduction in short term
Turnover Working Capital 6.7 22.6 -70.4%
ratio (In times) woring capital loans, ratio effected
Due to higher raw material costs and
(i) Net profit ratio (in %) Net Profit after Tax Turnover 0.9% 1.3% -30.8%
increased depreication
(j) Return on Capital Earnings before
Capital Employed 7.4% 8.8% -15.7%
employed (In %) Interest and Taxes
(k) Return on investment
- -
(In %)
Page 140 of 140

END OF ANNUAL REPORT

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SAMPRE NUTRITIONS LIMITED

November 07, 2024

The Corporate Relationship Department,

BSE Script Code: 530617

Subject: Notice of the 33rd Annual General Meeting

Key information related to 33rd AGM is provided as follows:

For Sampre Nutritions Limited

GURBANI 20:16:19 +05'30'

33RD ANNUAL REPORT

Nomination and Remuneration Committee

Stakeholders Relationship Committee

KEY MANAGERIAL PERSONNEL

REGISTRAR & SHARE TRANSFER AGENTS

Sl. No. Particulars Pages

Item No. 1: To Adopt the Audited Standalone Financial Statements

Item No. 2: To Adopt the Audited Consolidated Financial Statements

Item No. 3: To Reappoint Vishal Ratan Gurbani as a Director of the Company

RESOLVED FURTHER THAT Clause V of the Memorandum of Association of the Company be

Item No. 8: To Appoint Nagaraju Kanneganti as the Non-Executive Independent Director of

By Order of the Board of Directors

Date: 4 November 2024

8. The SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSDPoD1/P/CIR/2023/37 dated 16

How do I vote electronically using NSDL e-voting system?

Step 1: Access to NSDL e-voting System

3. If the user is not registered for Easi / Easiest, option to register

4. Alternatively, the user can directly access e-voting page by

Login type Helpdesk details

How to Log-in to NSDL e-voting website?

Manner of holding shares i.e., Demat

General Guidelines for Shareholders

By Order of the Board of Directors

Date: 4 November 2024

As recommended by the Nomination and Remuneration Committee, the Board of Directors at

Sl. No. Particulars Remarks

Annexure to the Explanatory Statement

Brief Profile of Vanita Khatter

• Professional Certified Coach (PCC) – International Coaching Federation (Pursuing)

The Company has received the following from Vanita Khatter:

4. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018,

Annexure to the Explanatory Statement

Brief Profile of Nagaraju Kanneganti

The Company has received the following from Nagaraju Kanneganti:

1. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the

3. A declaration to the effect that he meets the criteria of independence as provided in

4. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018,

Annexure to the Explanatory Statement

Sl. No. Particulars Remarks

The Company has received the following from Kireet Modi:

1. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the

3. A declaration to the effect that he meets the criteria of independence as provided in

4. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20 June 2018

Brief Profile of Kireet Modi

Key Initiatives Undertaken by Kireet Modi:

1. Corporate Restructuring: Successfully designed and implemented a comprehensive

2. Product Segment Rationalization: Developed and executed a targeted product

3. Outsourcing of After-Sales Service: Transitioned the after-sales service model from a

5. Simplified Reporting Systems: Streamlined reporting processes to accelerate

6. Distributor Partnership Model: Introduced a new channel policy centred on distributor

7. Channel Network Restructuring: Strengthened the channel network by aligning with

9. Enhanced Management Practices: Strengthened senior and middle management